Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs generally on the register of the CPO Trust or Receipt Registrar and applicable to transfers of CPOs to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 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, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereof, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOs) but which securities are instead distributed by the Depositary to Owners and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions).
Appears in 2 contracts
Samples: Deposit Agreement (Carso Global Telecom /Fi), Deposit Agreement (Grupo Carso Sa De Cv /Fi)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Shares or by any party surrendering Receipts or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution of Receipts American Depositary Shares pursuant to Section 4.03 of the Deposit Agreementhereof), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company (or Receipt Registrar the appointed agent of the Company for transfer and registration of Shares) and applicable to transfers of CPOs Shares 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 the this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.05 or 6.02 of the Deposit Agreement6.02, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 thereof, and (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery issuance of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be 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 CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions).
Appears in 2 contracts
Samples: Deposit Agreement (America Movil Sa De Cv/), Deposit Agreement (America Movil Sa De Cv/)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Shares, by any Owner of Receipts or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the register Share Register of the CPO Trust or Receipt Company maintained by the Russian Share Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section Sections 2.03, 4.03 or 4.04 4.04, of the Deposit Agreement and the surrender of Receipts pursuant to Section Sections 2.05 or 6.02 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to Sections 4.01 through 4.04 of the Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereof, (7) a fee of $0.0l or less per American Depositary Share (or portion thereof) per year to cover such expenses as are incurred for inspections by the Depositary, the Custodian or their respective agents of the Share Register maintained by the Russian Share Registrar (such fee shall be assessed against Owners of record as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be collected at the sole discretion of the Depositary by billing such Owners for such fee or by deducting such fee from one or more cash dividends or other cash distributions), (8) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 8 treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners and (8) any other charge that may, as 9) a result fee not in excess of change in law $1.50 per certificate for a Receipt or regulation (including Receipts for transfers made pursuant to the rules of any securities depository) after the date terms of the Deposit Agreement, be payable by the . The Depositary, subject to Article 8 hereof, may own and deal in, any class of securities of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents Company and its affiliates and in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Receipts.
Appears in 2 contracts
Samples: Deposit Agreement, Deposit Agreement (Public Joint Stock Co Southern Telecommunicat Co/Adr)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on any central securities depositary (including, but not limited to the register of the CPO Trust or Receipt Registrar CSD) and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 4.1 through 4.04 thereof4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof)for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent that a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts. 8.
Appears in 2 contracts
Samples: Deposit Agreement (Coca-Cola Hellenic Bottling Co Sa), Deposit Agreement (Coca-Cola Hellenic Bottling Co Sa)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Units or Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Units or Shares generally on the Unit or Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Units or Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 4.1 through 4.04 thereof4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading, (7) a fee for the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsUnits or Shares) but which securities are instead distributed by the Depositary to Owners Owners, and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Units or Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 2 contracts
Samples: Deposit Agreement (Mexican Economic Development Inc), Deposit Agreement (Mexican Economic Development Inc)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Shares or by any party surrendering Receipts American Depositary Shares or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution delivery of Receipts American Depositary Shares pursuant to Section 4.03 of the Deposit Agreement), ) or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.05 or 6.02 of the Deposit Agreement, (6) (to the extent permitted not prohibited by the rules of any stock exchange the securities exchange, if any, on which the American Depositary Shares are listed for trading) , a fee of $0.02 .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 4.02 through 4.04 thereof, but excluding any cash dividend or other cash distribution made pursuant to Section 4.01, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be 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 CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article 8, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Tenaris Sa)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The Except as set forth in clause (8) below, the charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, ; (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of CPOs Shares 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, under the Deposit Agreement; (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, Agreement to be at the expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.05 of the Deposit Agreement, 4.5; (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, ; (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 4.1 through 4.04 thereof4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners; and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 2 contracts
Samples: American Depositary Receipt (Braskem Sa), Deposit Agreement (Braskem Sa)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company at least once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 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, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 thereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners Owners, and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 2 contracts
Samples: Deposit Agreement (Catlin Group LTD), Deposit Agreement (Icap PLC/Fi)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement detailed statements for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the register Share Register of the CPO Trust or Receipt Company maintained by the Russian Share Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section Sections 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section Sections 2.05 or 6.02 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereofof the Deposit Agreement, (7) a fee of $0.01 or less per American Depositary Share (or portion thereof) per calendar year for custodial related matters (which fee shall be assessed against Owners of record as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be collected at the sole discretion of the Depositary by billing such Owners for such fee or by deducting such fee from one or more cash dividends or other cash distributions), (8) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 8 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners and Owners, (8) any other charge that may, as 9) a result fee not in excess of change in law $1.50 per certificate for a Receipt or regulation (including Receipts for transfers made pursuant to the rules of any securities depository) after the date terms of the Deposit Agreement, be payable and (10) an aggregate fee of U.S.$0.02 per American Depositary Share per calendar year for services performed by the Depositary, any of Depositary in administering the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection Receipts (which fee may be charged on a periodic basis during each calendar year ((with the servicing aggregate of CPOs or other Deposited Securities that such fees not to exceed the Company has not elected to reimburse to the Depositary (which charge amount set forth above))) and shall be assessed against Owners as of the record date or record dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement during each calendar year and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions); provided, however, that if the Depositary imposes a fee under this clause (10), then the total of fees assessed under this clause (10), combined with the total of fees assessed under clauses (6) and (7) above, shall not exceed U.S.$0.03 per American Depositary Share in any calendar year. The Depositary, subject to Article 8 hereof, may own and deal, in accordance with applicable law, in any class of securities of the Company and its Affiliates and in Receipts.
Appears in 2 contracts
Samples: Deposit Agreement (Open Joint Stock Co Long Distance & Internat Comm Rostelecom), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Units or Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03 of the Deposit Agreement4.3), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Units or Shares generally on the Unit or Share register of the CPO Trust Issuer or Receipt Foreign Registrar and applicable to transfers of CPOs Units or Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement4.5, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 of the Deposit Agreement 4.4 and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 of the Deposit Agreement6.2, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 4.1 through 4.04 thereof4.4 hereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsUnits or Shares) but which securities are instead distributed by the Depositary to Owners Owners, and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Units or Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement 4.6 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the Issuer and its affiliates and in Receipts.
Appears in 2 contracts
Samples: Deposit Agreement (Mexican Economic Development Inc), Deposit Agreement (Mexican Economic Development Inc)
Charges of Depositary. The Company agrees to will not pay the any fees, reasonable expenses and out-of-pocket or other charges of the Depositary and those or of any Receipt Registrar only except in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The fees, charges and expenses of the Custodian are for the sole account of the Depositary. The following charges charges, to the extent permitted by applicable law and stock exchange regulations, shall be incurred by any party depositing or withdrawing CPOs Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution delivery of Receipts American Depositary Shares pursuant to Section 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Share Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.05 or 6.02 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 thereofof the Deposit Agreement, except for distributions of cash dividends, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be charges payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.09 of the Deposit Agreement and applicable laws , rules and regulations, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The When applicable, the following charges shall be incurred by any party depositing or withdrawing CPOs or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03 4.3 of the Deposit Agreement), ) or by Ownersany party presenting Receipts pursuant to Section 2.4 or 2.5 of the Deposit Agreement, as applicableand shall be payable to the Depositary: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 4.4, of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, and (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreementfor, includingand deducted from, but not limited to Sections 4.01 through 4.04 thereof, (7) a fee for the distribution of securities proceeds of the sale of rights pursuant to Section 4.02 4.4 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of Shares received upon the exercise of such securities (for purposes of this clause (7) treating all such securities as if they were CPOs) rights, but which securities rights are instead sold and the proceeds of such sale distributed by the Depositary to Owners Owners. The Depositary, subject to Article 8 hereof, may own and (8) deal in any other charge that may, as a result class of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents Company and its affiliates and in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Receipts.
Appears in 2 contracts
Samples: Deposit Agreement (Portugal Telecom SGPS Sa), Deposit Agreement (Portugal Telecom SGPS Sa)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company (or Receipt Registrar the appointed agent of the Company for transfer and registration of Shares) and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.05 or 6.02 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 thereof, Agreement (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery issuance of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be 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 CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 2 contracts
Samples: Deposit Agreement (America Movil Sa De Cv/), Deposit Agreement (America Movil Sa De Cv/)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Shares or by any party surrendering Receipts American Depositary Shares or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts American Depositary Shares pursuant to Section 4.03 of the Deposit Agreementhereof), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company (or Receipt Registrar the appointed agent of the Company for transfer and registration of Shares) and applicable to transfers of CPOs Shares 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 the this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.05 or 6.02 of the Deposit Agreement6.02, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 thereof, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery issuance of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause 9 below and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be 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 CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions).
Appears in 2 contracts
Samples: Deposit Agreement (Central North Airport Group), Deposit Agreement (Central North Airport Group)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement4.03), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the share register of the CPO Trust Company or Receipt Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of CPOs Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided for in the this Deposit Agreement, (4) such out-of-pocket expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.05 of the Deposit Agreement4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 or 6.02 of the Deposit Agreement6.02, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereofhereof, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners and (8) a fee not in excess of $1.50 per certificate for a Receipt or Receipts for transfers made pursuant to the terms of this Deposit Agreement. The Depositary, subject to Section 2.09 hereof, may own and deal in any other charge that may, as a result class of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents Company and its affiliates and in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Receipts.
Appears in 2 contracts
Samples: Deposit Agreement (Banco Hipotecario S.A.), Deposit Agreement (Banco Hipotecario S.A.)
Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), ) or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Issuer or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) plus any additional fees charged by any governmental authorities or other institutions such as the CBLC for the execution and delivery of Receipts pursuant to Section 2.03, 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 that Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be 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 CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to paragraph (8) hereof may own and deal in any class of securities of the Issuer and its affiliates and in Receipts.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Banco Itau Holding Financeira S A)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) monthsmonths or at such other intervals as the Company and the Depositary may agree. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 4.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers transfers, if any, of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the 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 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 of the Deposit Agreement 4.4, and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.01 4.1 through 4.04 4.4 thereof, (7) a fee for the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners Owners. The Depositary, subject to Article (9) hereof, may own and (8) deal in any other charge that may, as a result class of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents Company and its affiliates and in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Receipts.
Appears in 2 contracts
Samples: Deposit Agreement (Arm Holdings PLC), Deposit Agreement (Arm Holdings PLC)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes taxes, stamp duty and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which the American Depositary Shares are may be listed for trading) , a fee of $0.02 .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 4.1 through 4.04 thereof4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, (8) to the extent permitted by the exchange on which the American Depositary Shares may be listed for trading, in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and will be payable as provided in clause 9 below and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 2 contracts
Samples: Deposit Agreement (Suntech Power Holdings Co., Ltd.), Deposit Agreement (Suntech Power Holdings Co., Ltd.)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Preference Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Preference Shares generally on the share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Preference Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 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, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 thereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOs) Preference Shares), but which securities are instead distributed by the Depositary to Owners Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and will be payable as provided in clause 9 below and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be 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 CPOs Preference Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 2 contracts
Samples: Deposit Agreement (Lloyds TSB Group PLC), Deposit Agreement (Lloyds TSB Group PLC)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Shares or by any party surrendering Receipts or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution of Receipts American Depositary Shares pursuant to Section 4.03 of the Deposit Agreementhereof), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company (or Receipt Registrar the appointed agent of the Company for transfer and registration of Shares) and applicable to transfers of CPOs Shares 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 the this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.05 or 6.02 of the Deposit Agreement6.02, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 thereof, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery issuance of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which shall be payable as provided in clause 9 below and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be 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 CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions).
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement4.03), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of CPOs Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided for in the 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 of the Deposit Agreement4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 or 6.02 of the Deposit Agreement6.02, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 thereofhereof, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners and (8) any other charge that may, as a result fee not in excess of change in law $1.50 per certificate for a Receipt or regulation (including Receipts for transfers made pursuant to the rules of any securities depository) after the date terms of the Deposit Agreement, be payable by the . The Depositary, subject to Section 2.09 hereof, may own and deal in any class of securities of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents Company and its affiliates and in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Receipts.
Appears in 2 contracts
Samples: Deposit Agreement (Spark Networks PLC), Deposit Agreement (Spark Networks PLC)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the register Share Register of the CPO Trust or Receipt Company maintained by the Russian Share Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 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, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to Sections 4.01 through 4.04 of the Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereof, (7) a fee of $.01 or less per American Depositary Share (or portion thereof) per year to cover such expenses as are incurred for inspections by the Depositary the Custodian or their respective agents of the Share Register maintained by the Russian Share Registrar, which will be payable as provided in clause 10 below, (8) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 8 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, (9) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and will be payable as provided in clause 10 below; provided, however, that no fee will be assessed under this clause 9 to the extent that a fee of $.02 was charged pursuant to clause 6 above during that calendar year and (8) 10) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be 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 CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to 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 (RBC Information Systems), Deposit Agreement (Scientific Production Corp Irkut)
Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and reasonable out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer at least once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Issuer or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section Sections 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, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee not in excess of $0.02 or less .02 per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.01 through 4.04 thereof, thereof and (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners Owners. The Depositary, subject to Article 8 hereof, may own and (8) deal in any other charge that may, as a result class of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents Issuer and its affiliates and in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Receipts.
Appears in 2 contracts
Samples: Deposit Agreement (Irsa Propiedades Comerciales S.A.), Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Company agrees to pay Depositary shall charge the fees, reasonable expenses and out-of-pocket charges following fees for the services performed under the terms of the Depositary and those Deposit Agreement; provided, however, that no fees shall be payable upon distribution of any Receipt Registrar only in accordance with agreements in writing entered into between cash dividends so long as the Depositary and charging of such fee is prohibited by the Company from time to timeexchange, if any, upon which the Receipts are listed. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by charge any party depositing or withdrawing CPOs or by any party surrendering Receipts who makes a deposit or to whom Receipts are issued (including, without limitation, deposit or issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding for the Receipts Shares or Deposited Securities Property, or a distribution of Receipts pursuant to Section 4.03 4.4 or 4.10 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs generally on the register of the CPO Trust or Receipt Registrar and applicable to transfers of CPOs to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) who surrenders Receipts a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery issuance or surrender, respectively, of Receipts pursuant to Section 2.03, 4.03 or 4.04 of a Receipt. In addition the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 or 6.02 of the Deposit Agreement, (6) (Depositary shall charge to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) Holders a fee of $0.02 2.00 or less per 100 American Depositary Share Shares (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including but not limited to, Sections 4.2 through 4.5 thereof, and $5.00 or less per 100 American Depositary Shares (or portion thereof) in case of a stock dividend made pursuant to the Deposit Agreement including, but not limited to Sections 4.01 Section 4.2 through 4.04 4.5 thereof, (7) . The Depositary shall also charge the holder hereof a fee of $1.50 per certificate for the distribution of securities a Receipt or Receipts for transfers made pursuant to Section 4.02 the terms of the Deposit Agreement. In addition, such fee being in an amount equal to the fee for the execution Holders, Beneficial Owners and persons depositing shares will pay taxes and other governmental charges, registration fees, cable, telex and facsimile transmission and delivery of Receipts referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOs) but which securities are instead distributed by the Depositary to Owners expenses, and (8) any customary and other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set expenses incurred by the Depositary in accordance connection with Section 4.06 of its obligations and duties under the Deposit Agreement and shall be payable at the sole discretion Annex E thereof. Any other charges and expenses of the Depositary under the Deposit Agreement will be paid by billing the Company after consultation and agreement between the Depositary and the Company concerning the nature and amount of such Owners charges and expenses. All fees and charges may at any time and from time to time be changed by agreement between the Company and the Depositary. The charges and expenses of the Custodian, nominee or any other agent of the Depositary are for such charge or by deducting such charge from one or more cash dividends or other cash distributions)the sole account of the Depositary. The provisions in respect of these charges may be changed in the manner indicated in Article (22) of this Receipt.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. .The following charges shall be incurred by any party depositing or withdrawing CPOs 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 4.3 of the Deposit Agreement), or whicheveror by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Issuer or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 4.4 of the Deposit Agreement Agreement, and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 4.1 through 4.04 4.4 thereof, except for distributions of cash dividendsof the Deposit Agreement, (7) a fee for for, and deduct such fee from, the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below; provided, however that no fee will be assessed under this clause (8) if a fee was charged pursuant to clause (6) above for that calendar year and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be charges payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article (8) hereof, may own and deal in any class of securities of the Issuer and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Swisscom Ag)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian Custodian, any co-Registrar or co-transfer agents are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 4.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3 of the Deposit Agreement, 4.03 or 4.04 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 or 6.02 2.5 of the Deposit Agreement, Agreement and (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreementfor, includingand deduct such fee from, but not limited to Sections 4.01 through 4.04 thereof, (7) a fee for the distribution of securities proceeds pursuant to Section 4.02 4.4 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery issuance of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes Shares received in exercise of this clause (7) treating all such securities as if they were CPOs) but which securities are instead rights distributed by the Depositary to Owners and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date them pursuant to Section 4.4 of the Deposit Agreement, be payable but which rights are instead sold by the Depositary, and the net proceeds distributed. The Depositary, subject to Paragraph (8) hereof, may own and deal in any class of securities of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents Company and its affiliates and in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Receipts.
Appears in 1 contract
Samples: American Depositary Receipt (Telecom Corp of New Zealand LTD)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company at least once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 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, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 thereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOs) but which securities are instead distributed by the Depositary to Owners and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions).have
Appears in 1 contract
Samples: Deposit Agreement (China Wireless Technologies LTD)
Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable charges and expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only Registrar, as shown in accordance with agreements Exhibit B, but the Issuer shall not pay or be liable for (1) the fees of the Depositary for the execution and delivery of American Depositary Shares pursuant to Section 2.03, transfers pursuant to Section 2.04, the surrender of American Depositary Shares pursuant to Section 2.05, and the making of distributions pursuant to Section 4.01, (2) taxes and other governmental charges, (3) such registration fees as may from time to time be in writing entered into effect for the registration of transfers of Shares generally on the share register of the Issuer (or the appointed agent of the Issuer for transfer and registration of Shares which may but need not be the Foreign Registrar) and accordingly applicable to transfers of Shares to the name of the Depositary or its nominee or Custodian or its nominee on the making of deposits or withdrawals hereunder, (4) such cable, telex and facsimile transmission and delivery expenses as are expressly provided in this Deposit Agreement to be at the expense of persons depositing Shares or Owners of American Depositary Shares, and (5) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05. Any other charges and expenses of the Depositary hereunder will be paid by the Issuer after consultation and agreement between the Depositary and the Company Issuer as to the amount and nature of such charges and expenses. Such charges may at any time and from time to timetime be changed by agreement between the Issuer and the Depositary. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges Depositary shall be incurred by charge any party depositing or withdrawing 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 Issuer or an exchange of stock regarding the Receipts or Deposited Securities Securities) or a distribution of who surrenders Receipts pursuant to Section 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs generally on the register of the CPO Trust or Receipt Registrar and applicable to transfers of CPOs to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 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, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreementissuance or cancellation, includingrespectively, but not limited to Sections 4.01 through 4.04 thereof, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOs) but which securities are instead distributed by the American Depositary to Owners and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Share.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company at least once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 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, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 thereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing depositing or withdrawing CPOs 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 regarding the Receipts or Deposited Securities or a distribution distribution of Receipts pursuant to Section 4.03 4.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration registration of transfers of CPOs generally Shares generally on the share register of the CPO Trust Company or Receipt Registrar Foreign Registrar and applicable to transfers of CPOs Shares 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 expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency currency pursuant to Section 4.05 4.5 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.3 of the Deposit Agreement, the execution and delivery of Receipts pursuant to Section 2.03, 4.03 or 4.04 Section 4.3 of the Deposit Agreement and the surrender of Receipts Receipts pursuant to Section 2.05 or 6.02 2.5 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee not in excess of $0.02 .02 or less per American Depositary Share (or portion portion thereof) for any cash distribution made pursuant pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.01 4.1 through 4.04 4.4 thereof, (7) a fee not in excess of $1.50 or less per certificate for a Receipt or Receipts for transfers made pursuant to Section 2.4 and (8) a fee for, and deduct such fee from, the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 Sections 4.2 or 4.4 of the Deposit Agreement, respectively, such fee being in an amount equal to the fee for the execution and delivery issuance of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit by holders of such securities (for purposes of this clause (7) 8) treating all such securities as if they were CPOsShares) or Shares received in exercise of rights distributed to them pursuant to Sections 4.2 or 4.4 of the Deposit Agreement, respectively, but which securities or rights are instead distributed by the Depositary to Owners and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable sold by the Depositary, and the net proceeds distributed. The Depositary, subject to Article (8) hereof, may own and deal in any class of securities of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents Company and its affiliates and in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Receipts.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 “Stock Split” under the Japanese Commercial Code as defined in paragraph 12 hereof 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 4.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 4.5 of the Deposit Agreement, (5) a fee of $5.00 10.00 or less per 100 1.00 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3 of the Deposit Agreement, 4.03 or 4.04 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 or 6.02 2.5 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.01 4.1 through 4.04 thereof4.4 thereof and, (7) a fee of $1.50 or less per certificate for the distribution of securities a Receipt or Receipts for transfers made pursuant to Section 4.02 2.4 of the Deposit Agreement. The Depositary, such fee being subject to paragraph (8) hereof, may own and deal in an amount equal to the fee for the execution and delivery any class of Receipts referred to above which would have been charged as a result securities of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOs) but which securities are instead distributed by the Depositary to Owners Company and (8) any other charge that may, as a result of change its affiliates and in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Receipts.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Shares, by any Owner of Receipts or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03 of the Deposit Agreement4.03), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the transfer and registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of CPOs Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided for in the Deposit this Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.05 of the Deposit Agreement4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 or 6.02 of the Deposit Agreement6.02, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit this Agreement, including, but not limited to Sections 4.01 through 4.04 thereofhereof, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (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 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.09 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, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) monthsmonths or at such other intervals as the Company and the Depositary may agree. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement4.5, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 4.1 through 4.04 thereof4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof)for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Unless otherwise agreed, the Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges for which the Company shall have no responsibility or liability shall be incurred by any party depositing or withdrawing CPOs 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 4.3 of the Deposit Agreement), or by Owners, as applicable: (1whichever 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 CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.05 4.5 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less 10.00 per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.4, 4.03 or 4.04 of the Deposit Agreement 4.3, and the surrender of Receipts pursuant to Section 2.05 or 6.02 2.6 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee not in excess of $0.02 or less .02 per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.01 4.1 through 4.04 thereof, 4.4 thereof and (7) a fee not in excess of $1.50 per certificate for the distribution of securities a Receipt or Receipts for transfers made pursuant to Section 4.02 2.5 of the Deposit Agreement. The Depositary, such fee being subject to Paragraph (8) hereof, may own and deal in an amount equal to the fee for the execution and delivery any class of Receipts referred to above which would have been charged as a result securities of the deposit of such 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 with this clause (7) treating all such securities as if they were CPOs) but which securities are instead distributed by the Depositary to Owners and (8) any other charge that may, as a result of change in law Receipt or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions).
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company at least once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 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, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 thereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7clause(7) treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Shinsel Bank LTD)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Shares or by any party surrendering Receipts American Depositary Shares or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution delivery of Receipts American Depositary Shares pursuant to Section 4.03 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes taxes, stamp duty and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.032.3, 4.03 4.3 or 4.04 4.4 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 4.1 through 4.04 thereof4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be charges payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 1 contract
Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The When applicable, the following charges shall be incurred by any party depositing or withdrawing 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 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 of the Deposit Agreement), 4.3) or by Ownersany party presenting Receipts pursuant to Section 2.4 or 2.5 hereof, as applicableand shall be payable to the Depositary: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Issuer or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 expenses, as are expressly provided in the this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement4.54.5, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 of the Deposit Agreement 4.4, and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 of the Deposit Agreement6.2, and (6) (a fee for, and deducted from, the distribution of proceeds of the sale of rights pursuant to Section 4.4, such fee being in an amount equal to the extent permitted by fee for the rules execution and delivery of any stock exchange on which American Depositary Shares referred to above which would have been charged as a result of the deposit of Shares received upon the exercise of such rights, but which rights are listed for tradinginstead sold and the proceeds of such sale distributed by the Depositary to Owners, (7) a fee of $0.02 .02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, including but not limited to Sections 4.01 4.1 through 4.04 thereof4.3 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 the distribution of securities pursuant to Section 4.02 of the Deposit Agreementdepositary services, such fee being which will be payable as provided in an amount equal to the fee for the execution and delivery of Receipts referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOs) but which securities are instead distributed by the Depositary to Owners 9 below, and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be charges payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement 4.6 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the Issuer and its affiliates and in Receipts.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 4.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes taxes, stamp duties, stamp duty reserve taxes, and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such reasonable expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.05 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 of the Deposit Agreement 4.4, and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.01 4.1 through 4.04 4.4 thereof, (7) a fee of $1.50 or less per certificate for a Receipt or Receipts for transfers made pursuant to Section 2.4 of the Deposit Agreement and (8) a fee for the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 8) treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners and Owners. The Depositary, subject to Article (8) hereof, may own and deal in any other charge that may, as a result class of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents Company and its affiliates and in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Receipts.
Appears in 1 contract
Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 4.03 of the Deposit Agreement4.3), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Issuer or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the this Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement4.5, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 of the Deposit Agreement 4.4 and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 of the Deposit Agreement6.2, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 4.1 through 4.04 thereof4.4 hereof, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement 4.6 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the Issuer and its affiliates and in Receipts.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement4.03), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of CPOs Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided for in the this Global Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.05 of the Deposit Agreement4.05, (5) a fee of $5.00 or less per 100 American Global Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 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 Agreement6.02, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .02 or less per American Global Depositary Share (or portion thereof) for any cash distribution made pursuant to the Global Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereofhereof, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of Receipts Global Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners and (8) any other charge that may, as a result fee not in excess of change in law $1.50 per certificate for a Receipt or regulation (including Receipts for transfers made pursuant to the rules of any securities depository) after the date terms of the Global Deposit Agreement, be payable by the . The Depositary, subject to Section 2.09 hereof, may own and deal in any class of securities of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents Company and its affiliates and in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Receipts.
Appears in 1 contract
Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three (3) months. The charges and expenses of the Custodian Custodian, any co-Registrar or co-transfer agentsagent are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement4.3 hereof), 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 CPOs Shares generally on the shareShare register of the CPO Trust Issuer or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement4.5 4.5, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 the execution and delivery of Receipts pursuant to Section 2.3, 4.3 or 4.04 of the Deposit Agreement 4.4 and the surrender of Receipts pursuant to Section 2.05 2.5 and (6) a fee for, and deduct such fee from, the distribution of proceeds pursuant to Section 4.4, 2.5 or 6.02 of the Deposit Agreement6.2, (6) (to the extent permitted by the rules of any stock securities exchange on which the American Depositary Shares are may be listed for trading) , a fee not in excess of $0.02 .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 4.1 through 4.04 thereof4.4 hereof, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution issuanceexecution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of Shares received in exercise of rights distributed to them pursuant to Section 4.4, but which rights are instead sold by the Depositary, and the net proceeds of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement 4.6 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the Issuer and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Telecom Corp of New Zealand LTD)
Charges of Depositary. The Company Issuer agrees to pay the fees, fees and reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only Registrar, but the Issuer shall not pay or be liable for (1) the fees of the Depositary for the execution and delivery of Receipts pursuant to Section 2.03, 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 time be in accordance with agreements 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 writing entered into 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 4.05. Any other charges of the Depositary hereunder will be paid by the Issuer after consultation and agreement between the Depositary and the Company Issuer as to the amount and nature of such charges. Such charges may at any time and from time to timetime be changed by agreement between the Issuer and the Depositary. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges Depositary shall be incurred by charge any party depositing or withdrawing CPOs or by any party surrendering Receipts or to whom Receipts American Depositary Sharess 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 American Depositary Shares or Deposited Securities or a distribution of Receipts American Depositary Shares pursuant to Section 4.03 of the Deposit Agreement), hereof) 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 CPOs generally on the register of the CPO Trust or Receipt Registrar and applicable to transfers of CPOs to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) who surrenders Receipts a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution issuance or surrender, respectively, of a Receipt. In addition, the Depositary shall charge the Owners and delivery holders of Receipts (i) a fee for, and deduct such fee from, the distribution of proceeds pursuant to Section 2.03, 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, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereof, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.04, such fee being in an amount equal to the fee for the execution and delivery issuance of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes Shares received in exercise of this clause (7) treating all such securities as if they were CPOs) rights distributed to them pursuant to Section 4.04, but which securities rights are instead distributed by the Depositary to Owners and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable sold by the Depositary, any and the net proceeds distributed, and (ii) to the extent not prohibited by the rules of the Depositary’s agentsprimary stock exchange upon which the American Depositary Shares are traded, a fee not in excess of U.S. $ 2.00 per 100 American Depositary Shares held for the distribution of cash proceeds, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or sale of rights and other cash distributions)entitlements, not made pursuant to a cancellation or withdrawal. The Depositary, subject to Section 2.09 hereof, may own and deal in any class of securities of the Issuer and in the Receipt.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian Custodian, any co-Registrar or co-transfer agent are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock securities exchange on which the American Depositary Shares are may be listed for trading) , a fee not in excess of $0.02 .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 4.1 through 4.04 thereof4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to 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 (Telecom Corp of New Zealand LTD)
Charges of Depositary. The Company Issuer agrees to pay the fees, fees and reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer at least once every three (3) months. The Except as specifically provided in the following paragraph, the charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Units or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Issuer or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03 of the Deposit Agreementhereof), or by Owners, as whichever applicable: (1) a fee not in excess of U.S.$5.00 per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, the execution and delivery of Receipts pursuant to Section 4.03, and the surrender of Receipts pursuant to Section 2.05, (2) taxes and other governmental charges, (23) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Units generally on the Unit register of the CPO Trust Issuer or Receipt Foreign Registrar and applicable to transfers of CPOs Units to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (34) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agreement, (45) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 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 Agreement4.05, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee not in excess of $0.02 or less U.S.$.02 per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to to, Sections 4.01 through 4.04 thereofhereof, (7) a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for the distribution of securities pursuant to Section 4.02 of the Deposit Agreementdepositary services, such fee being which will be payable as provided in an amount equal to the fee for the execution and delivery of Receipts referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOs) but which securities are instead distributed by the Depositary to Owners 8 below, and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be 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 CPOs Units or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary may collect any of its fees by deduction from any cash distribution payable to Owners that are obligated to pay those fees. The Depositary, subject to Section 2.09 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 (Bank of New York / Adr Division)
Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three (3) months. The Except as set forth in clause (8) below, the charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement4.3), or by Owners, as applicable: (1) taxes and other governmental charges, ; (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Issuer or Receipt Foreign Registrar (or any other appointed agent of the Issuer for transfer and registration of the Shares) and applicable to transfers of CPOs Shares 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 to be at the Deposit Agreement, expense of the person depositing or withdrawing Shares or Owners of American Depositary Shares; (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.05 of the Deposit Agreement, 4.5; (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 of the Deposit Agreement 4.4 and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 of the Deposit Agreement, 6.2; (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.01 4.1 through 4.04 thereof4.4 hereof, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading; (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners; and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement 4.6 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the Issuer and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Braskem Sa)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Shares or by any party surrendering Receipts American Depositary Shares or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution delivery of Receipts American Depositary Shares pursuant to Section 4.03 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes taxes, stamp duty and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.032.3, 4.03 4.3 or 4.04 4.4 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 4.1 through 4.04 thereof4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and will be payable as provided in clause 9 below and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be charges payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance issuances pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in connection with the conversion of foreign currency pursuant to Section 4.05 into U.S. dollars, JPMorgan Chase Bank, N.A. (“JPMorgan”) shall deduct out of such foreign currency the Deposit Agreementfees, expenses and other charges charged by it and/or its agent (which may be a division, branch or affiliate) so appointed in connection with such conversion , (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to Sections 4.1 through 4.4 of the Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereof, (7) a fee for the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners Owners, and (8) a fee for the reimbursement of such fees, charges and expenses as are incurred by the Depositary and/or any other charge that mayof its agents (including, as a result without limitation, the Custodian and expenses incurred on behalf of change Owners in connection with compliance with foreign exchange control regulations or any law or regulation (including the rules of any securities depositoryrelating to foreign investment) after the date of the Deposit Agreement, be 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 CPOs the Shares or other Deposited Securities, the sale of securities (including, without limitation, Deposited Securities), the delivery of Deposited Securities that or otherwise in connection with the Company has not elected to reimburse to the Depositary Depositary's or its Custodian's compliance with applicable law, rule or regulation (which charge fees and charges shall be assessed on a proportionate basis against Owners as of the record date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). JPMorgan and/or its agent may act as principal for such conversion of foreign currency. Such charges may at any time and from time to time be changed by agreement between the Company and the Depositary. For further details see hxxxx://xxx.xxx.xxx.XXXxxxxx Chase Bank, N.A. The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary anticipates reimbursing the Company for certain expenses incurred by the Company that are related to the establishment and maintenance of the American Depositary Receipt program upon such terms and conditions as the Company and the Depositary may agree from time to time. The Depositary may make available to the Company a set amount or a portion of the Depositary fees charged in respect of the American Depositary Receipt program or otherwise upon such terms and conditions as the Company and the Depositary may agree from time to time. The right of the Depositary to receive payment of fees, charges and expenses as provided above shall survive the termination of the Deposit Agreement. As to any Depositary, upon the resignation or removal of such Depositary, such right shall extend for those fees, charges and expenses incurred prior to the effectiveness of such resignation or removal.
Appears in 1 contract
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company at least once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 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, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 thereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners Owners, (8) in addition to any fee charged under clause (6), a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Ojsc Polyus Gold)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement statement for such charges and expenses to the Company at least once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as applicable: (1) taxes taxes, stamp duties and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 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, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 thereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees, and reasonable expenses and out---of---pocket charges chargesexpenses of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its detailed statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 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, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 thereofthereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, and (8) 8(8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause 9 below, (9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article 8 hereof and Section 2.09 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket outofpocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian Custodian, any coRegistrar or cotransfer agent are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock securities exchange on which the American Depositary Shares are may be listed for trading) , a fee not in excess of $0.02 .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 4.1 through 4.04 thereof4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s Depositarys agents, including the Custodian, or the agents of the Depositary’s Depositarys agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Paragraph (8) hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts. 8.
Appears in 1 contract
Samples: American Depositary Receipt (Telecom Corp of New Zealand LTD)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 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, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 thereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Charges of Depositary. The Subject to Section 3.02 of the Deposit, Agreement the Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as whichever may be applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the register Share Register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 for in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, Agreement (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement Agreement, and the surrender of Receipts pursuant to Section 2.05 or 6.02 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to to, Sections 4.01 through 4.04 thereofof the Deposit Agreement, except for distributions of cash dividends, and (7) a fee for for, and deduction of such fee from, the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners and (8) any other charge that mayHolders. The Depositary, as a result of change in law or regulation (including the rules of any securities depository) after the date subject to Section 2.09 of the Deposit Agreement, be payable by the Depositary, may own and deal in any class of securities of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents Company and its affiliates and in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Bg Group PLC)
Charges of Depositary. The Company agrees to pay the fees, reasonable and documented expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Shares or by any party surrendering Receipts American Depositary Shares or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution delivery of Receipts American Depositary Shares pursuant to Section 4.03 of the Deposit Agreement), ) or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.05 or 6.02 of the Deposit Agreement, (6) (to the extent permitted not prohibited by the rules of any stock exchange the securities exchange, if any, on which the American Depositary Shares are listed for trading) , a fee of $0.02 .02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereofof the Deposit Agreement, it being understood for the avoidance of doubt, that such fee will not apply (i) to any cash dividend or other cash distribution made pursuant to Section 4.01 or, (ii) to any non-cash distribution of Shares or Rights pursuant to Sections 4.02 through 4.04 (7) a fee for the distribution of securities pursuant to Section 4.02 4.02, of the Deposit Agreement, Agreement such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be 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 maintenance and administration of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article 8, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses fees and out-of-pocket charges expenses of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses Except to the extent that the Company once every three (3) months. The charges and expenses is a depositor or Owner hereunder, the Company is not liable for the payment of any of the Custodian are for the sole account charges of the DepositaryDepositary under Section 5.09 of the Deposit Agreement. The following charges shall be incurred by any party depositing or withdrawing CPOs Shares or by any party surrendering Receipts American Depositary Shares or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution delivery of Receipts American Depositary Shares pursuant to Section 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.05 or 6.02 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, (8) in addition to any fee charged under clause 6, a fee of $.05 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be charges payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary may collect any of its fees by deduction from any cash distribution payable to Owners that are obligated to pay those fees pursuant to the terms of the Deposit Agreement. The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares. From time to time, the Depositary may make payments to the Company to reimburse and / or share revenue from the fees collected from Owners or Holders, or waive fees and expenses for services provided, generally relating to costs and expenses arising out of establishment and maintenance of the American Depositary Shares program. In performing its duties under the Deposit Agreement, the Depositary may use brokers, dealers or other service providers that are affiliates of the Depositary and that may earn or share fees or commissions.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes taxes, stamp duty and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which the American Depositary Shares are may be listed for trading) , a fee of $0.02 .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 4.1 through 4.04 thereof4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, (8) to the extent permitted by the exchange on which the American Depositary Shares may be listed for trading, in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and will be payable as provided in clause 9 below and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Suntech Power Holdings Co., Ltd.)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the register Share Register of the CPO Trust or Receipt Company maintained by the Russian Share Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section Sections 2.03, 4.03 or 4.04 4.04, of the Deposit Agreement and the surrender of Receipts pursuant to Section Sections 2.05 or 6.02 of the Deposit Agreement, (6) (to the extent where permitted by the applicable rules and regulations of any stock securities exchange on upon which the American Depositary Shares Receipts are listed for tradinglisted) a fee of $0.02 U.S.$.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, Agreement including but not limited to Sections 4.01 through 4.04 thereof4.04, (7) 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 8 below; provided, however, that this fee may be increased to $0.04 or less per American Depositary Share (or portion thereof) per annum if no cash dividend was paid by the Company on Deposited Securities in that calendar year, (8) a fee of $.01 or less per American Depositary Share (or portion thereof) per year to cover such expenses as are incurred for inspections by the Depositary, the Custodian or their respective agents of the Share Register maintained by the Russian Share Registrar (which fee shall be assessed against Owners of record as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be collected at the sole discretion of the Depositary by billing such Owners for such fee or by deducting such fee from one or more cash dividends or other cash distributions) and (9) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 8 treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Owners. The Depositary, any of the Depositary’s agentssubject to Article 8 hereof, including the Custodianmay own and deal, or the agents of the Depositary’s agents in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 applicable law, in any class of securities of the Deposit Agreement Company 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)its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (O a O Tatneft)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the register Share Register of the CPO Trust or Receipt Company maintained by the Russian Share Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 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, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to Sections 4.01 through 4.04 of the Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereof, (7) a fee of $.01 or less per American Depositary Share (or portion thereof) per year to cover such expenses as are incurred for inspections by the Depositary the Custodian or their respective agents of the Share Register maintained by the Russian Share Registrar (Suchsuch 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.), and (8) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 8 treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners Owners, and (8) 9) in addition to any other charge that mayfee charged under clause 6, as a result fee of change in law $.02 or regulation less per American Depositary Share (including the rules of any securities depositoryor portion thereof) after the date of the Deposit Agreement, be 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 CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary per annum for depositary services (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 collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions).. The Depositary, subject to 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 (Bank of New York / Adr Division)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the register Share Register of the CPO Trust or Receipt Company maintained by the Russian Share Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section Sections 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section Sections 2.05 or 6.02 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to Sections 4.01 through 4.04 of the Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereof, (7) a fee of $.01 or less per American Depositary Share (or portion thereof) per year to cover such expenses as are incurred for inspections by the Depositary the Custodian or their respective agents of the Share Register maintained by the Russian Share Registrar (which fee shall be assessed against Owners of record as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be collected at the sole discretion of the Depositary by billing such Owners for such fee or by deducting such fee from one or more cash dividends or other cash distributions), (8) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 8 treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners and (8) any other charge that may, as 9) a result fee not in excess of change in law $1.50 per certificate for a Receipt or regulation (including Receipts for transfers made pursuant to the rules of any securities depository) after the date terms of the Deposit Agreement, be payable by the . The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents Company and its affiliates and in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Receipts.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), 4.03) or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 or 6.02 of the Deposit Agreement6.02, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereof4.04, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, (8) in addition to any fee charged under clause 6, a fee of $.05 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be 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 CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.09, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Shares or by any party surrendering Receipts American Depositary Shares or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution delivery of Receipts American Depositary Shares pursuant to Section 4.03 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes taxes, stamp duty and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) 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, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.032.3, 4.03 4.3, 4.4 or 4.04 4.5 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 4.1 through 4.04 thereof4.5 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be charges payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 4.7 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 1 contract
Samples: Deposit Agreement (Trina Solar LTD)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes taxes, stamp duty and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit AgreementAgree- ment, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 4.1 through 4.04 thereof4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s Depositarys agents, including the Custodian, or the agents of the Depositary’s Depositarys agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts. 8.
Appears in 1 contract
Samples: Deposit Agreement (Baidu, Inc.)
Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing depositing or withdrawing CPOs 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 distribution of Receipts Receipts pursuant to Section 4.03 of the Deposit Agreement4.3 hereof), or by Owners, as applicablewhichever applicable: (1) taxes and other governmental charges, (2) such registration registration fees as may from time to time be in effect for the registration registration of transfers of CPOs Shares generally on the share register of the CPO Trust Issuer or Receipt Foreign Registrar and applicable to transfers of CPOs Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals withdrawals hereunder, (3) such cable, telex and facsimile transmission transmission expenses as are expressly provided in the this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency currency pursuant to Section 4.05 of the Deposit Agreement4.5, (5) a fee not in excess of $5.00 or less per 100 American Depositary Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 or 4.04 of the Deposit Agreement execution and the surrender delivery of Receipts pursuant to Section 2.05 or 6.02 4.3 and the surrender of the Deposit AgreementReceipts pursuant to Section 2.5, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee not in excess of $0.02 .02 or less per American Depositary Share (or portion portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.01 4.1 through 4.04 thereof4.4 hereof, (7) a fee not in excess of $1.50 or less per certificate for a Receipt or Receipts for transfers made pursuant to Section 2.4 and (8) a fee for, and deduct such fee from, the distribution of proceeds of sales of securities or rights pursuant to Section 4.02 of the Deposit AgreementSections 4.2 or 4.4, respectively, such fee being in an amount equal to the fee for the execution and delivery issuance of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit by Holders of such securities securities (for purposes of this clause (7) 8) treating all such securities securities as if they were CPOsShares) or Shares received in exercise of rights distributed to them pursuant to Sections 4.2 or 4.4, respectively, but which securities or rights are instead distributed by the Depositary to Owners and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable sold by the Depositary, and the net proceeds distributed. The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents Issuer and its affiliates and in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Receipts.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements (in addition to, and separate from, this Deposit Agreement) in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement detailed statements for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Shares, by any Owner of Receipts or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03 of the Deposit Agreement4.03), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the register Share Register of the CPO Trust or Receipt Company maintained by the Russian Share Registrar and applicable to transfers of CPOs Shares 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 the this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section Sections 2.03, 4.03 or 4.04 of the Deposit Agreement 4.04, and the surrender of Receipts pursuant to Section Sections 2.05 or 6.02 of the Deposit Agreement6.02, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereofhereof, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (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 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.09 hereof, may own and deal, in accordance with applicable law, in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes taxes, stamp duty and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit AgreementAgree- ment, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 4.1 through 4.04 thereof4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s Depositarys agents, including the Custodian, or the agents of the Depositary’s Depositarys agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement and Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes taxes, stamp duty and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which the American Depositary Shares are may be listed for trading) , a fee of $0.02 .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 4.1 through 4.04 thereof4.4 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners and Owners, (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Suntech Power Holdings Co., Ltd.)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses fees and out-of-pocket charges expenses of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Shares or by any party surrendering Receipts American Depositary Shares or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution delivery of Receipts American Depositary Shares pursuant to Section 4.03 of the Deposit Agreement4.3), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement4.5, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.032.3, 4.03 4.3 or 4.04 of the Deposit Agreement 4.4 and the surrender of Receipts American Depositary Shares pursuant to Section 2.05 2.5 or 6.02 of the Deposit Agreement6.2, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.01 4.1 through 4.04 thereof4.4 hereof, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, (8) in addition to any fee charged under clause 6, a fee of $.05 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9, and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be charges payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement 4.6 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary may collect any of its fees by deduction from any cash distribution payable to Owners that are obligated to pay those fees. The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company at least once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 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, (6) (to the extent permitted by the rules of any stock exchange on which the American Depositary Shares are may be listed for trading) , a fee of $0.02 .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 thereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its Affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Kerry Group PLC)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), 4.03) or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 or 6.02 of the Deposit Agreement6.02, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereof4.04, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) item 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, (8) in addition to any fee charged under item 6 above, 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 item 9 below and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be 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 CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.09 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 agrees to will not pay the any fees, reasonable expenses and out-of-pocket or other charges of the Depositary and those or of any Receipt Registrar only except in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The fees, charges and expenses of the Custodian are for the sole account of the Depositary. The following charges charges, to the extent permitted by applicable law and stock exchange regulations, shall be incurred by any party depositing or withdrawing CPOs Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution delivery of Receipts American Depositary Shares pursuant to Section 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Share Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.05 or 6.02 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 thereofof the Deposit Agreement, except for distributions of cash dividends, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners and Owners, (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be charges payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.09 of the Deposit Agreement and applicable laws , rules and regulations, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) monthsmonths or at such other intervals as the Company and the Depositary may agree. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 4.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers transfers, if any, of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such reasonable expenses as are incurred by the Depositary in the conversion of foreign Foreign Currencyforeign currency pursuant to Section 4.05 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 4.4 of the Deposit Agreement Agreement, and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.01 4.1 through 4.04 4.4 thereof, and (7) a fee for the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners and Owners. The Depositary, subject to Article (8) hereof, may own and deal in any other charge that may, as a result class of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents Company and its affiliates and in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Cambridge Antibody Technology Group PLC)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company at least once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 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, (6) (to the extent permitted by the rules of any stock exchange on which the American Depositary Shares are may be listed for trading) , a fee of $0.02 .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 thereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-of- pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement4.03), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar (or any other appointed agent of the Company for transfer and registration of the Shares) and applicable to transfers of CPOs Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided for in the this Regulation S Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.05 of the Deposit Agreement4.05, (5) a fee of $5.00 or less per 100 American Regulation S Global 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 Agreement6.02, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .02 or less per American Global Depositary Share (or portion thereof) for any cash distribution made pursuant to the Regulation S Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereofhereof, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of Receipts Regulation S Global Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Holders and (8) any other charge that may, as a result fee not in excess of change in law $1.50 per certificate for a Receipt or regulation (including Receipts for transfers made pursuant to the rules of any securities depository) after the date terms of the Regulation S Deposit Agreement, be payable by the . The Depositary, subject to Section 2.09 hereof, may own and deal in any class of securities of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents Company and its affiliates and in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Receipts.
Appears in 1 contract
Samples: Regulation S Deposit Agreement (Randgold Resources LTD)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses fees and out-of-pocket charges expenses of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses Except to the extent that the Company once every three (3) months. The charges and expenses is a depositor or Owner hereunder, the Company is not liable for the payment of any of the Custodian are for the sole account charges of the DepositaryDepositary under Section 5.09 of the Deposit Agreement. The following charges shall be incurred by any party depositing or withdrawing CPOs Shares or by any party surrendering Receipts American Depositary Shares or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution delivery of Receipts American Depositary Shares pursuant to Section 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.05 or 6.02 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, (8) in addition to any fee charged under clause 6, a fee of $.05 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be 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 CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary may collect any of its fees by deduction from any cash distribution payable to Owners that are obligated to pay those fees pursuant to the terms of the Deposit Agreement. The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares. From time to time, the Depositary may make payments to the Company to reimburse and / or share revenue from the fees collected from Owners or Holders, or waive fees and expenses for services provided, generally relating to costs and expenses arising out of establishment and maintenance of the American Depositary Shares program. In performing its duties under the Deposit Agreement, the Depositary may use brokers, dealers or other service providers that are affiliates of the Depositary and that may earn or share fees or commissions.
Appears in 1 contract
Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable charges and expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only Registrar, as shown in accordance with agreements Exhibit B, but the Issuer shall not pay or be liable for (1) the fees of the Depositary for the execution and delivery of Receipts pursuant to Section 2.03, transfers pursuant to Section 2.04, the surrender of Receipts pursuant to Section 2.05, and the making of distributions pursuant to Section 4.01, (2) taxes and other governmental charges, (3) such registration fees as may from time to time be in writing entered into effect for the registration of transfers of Shares generally on the share register of the Issuer (or the appointed agent of the Issuer for transfer and registration of Shares which may but need not be the Foreign Registrar) and accordingly applicable to transfers of Shares to the name of the Depositary or its nominee or Custodian or its nominee on the making of deposits or withdrawals hereunder, (4) such cable, telex and facsimile transmission and delivery expenses as are expressly provided in this Deposit Agreement to be at the expense of persons depositing Shares or Owners of Receipts, and (5) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05. Any other charges and expenses of the Depositary hereunder will be paid by the Issuer after consultation and agreement between the Depositary and the Company Issuer as to the amount and nature of such charges and expenses. Such charges may at any time and from time to timetime be changed by agreement between the Issuer and the Depositary. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges Depositary shall be incurred by charge any party depositing or withdrawing 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 Issuer or an exchange of stock regarding the Receipts or Deposited Securities Securities) or a distribution of who surrenders Receipts pursuant to Section 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs generally on the register of the CPO Trust or Receipt Registrar and applicable to transfers of CPOs to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 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, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreementissuance or cancellation, includingrespectively, but not limited to Sections 4.01 through 4.04 thereof, (7) of a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOs) but which securities are instead distributed by the Depositary to Owners and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Receipt.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the register Share Register of the CPO Trust or Receipt Company maintained by the Russian Share Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Global Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section Sections 2.03, 4.03 or 4.04 4.04, of the Deposit Agreement and the surrender of Receipts pursuant to Section Sections 2.05 or 6.02 of the Deposit Agreement, (6) (to the extent where permitted by the applicable rules and regulations of any stock securities exchange on upon which the American Depositary Shares Receipts are listed for tradinglisted) a fee of $0.02 U.S.$.02 or less per American Global Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, Agreement including but not limited to Sections 4.01 through 4.04 thereof4.04, (7) a fee of $.01 or less per Global Depositary Share (or portion thereof) per year to cover such expenses as are incurred for inspections by the Depositary, the Custodian or their respective agents of the Share Register maintained by the Russian Share Registrar (which fee shall be assessed against Owners of record as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be collected at the sole discretion of the Depositary by billing such Owners for such fee or by deducting such fee from one or more cash dividends or other cash distributions) and (8) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts Global Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 8 treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Owners. The Depositary, any of the Depositary’s agentssubject to Article 8 hereof, including the Custodianmay own and deal, or the agents of the Depositary’s agents in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 applicable law, in any class of securities of the Deposit Agreement Company 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)its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (O a O Tatneft)
Charges of Depositary. The Company agrees to pay the feesfees and, reasonable expenses and out-of-pocket charges of the Depositary DepositaryDepositary and those of any Receipt Registrar only in accordance with agreements agreementsagreements in writing entered into between the Depositary and the Company CompanyCompany from time to time. The Depositary shall present its statement statementstatement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the anythe Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing depositingdepositing or withdrawing CPOs Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance issuanceissuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited DepositedDeposited Securities or a distribution of Receipts pursuant to Section 4.03 4.3 of the Deposit Agreement), or whicheveror by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt ForeignForeign Registrar and applicable to transfers of CPOs Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement, hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign Foreign Currencyforeign currency pursuant to Section 4.05 of the Deposit Agreement, 4.5, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery deliverydelivery of Receipts pursuant to Section 2.03, 4.03 2.3, 4.3 or 4.04 4.044.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 Section 2.05Section 2.5 or 6.02 6.026.2 of the Deposit Agreement, and (6) a fee for the distribution of proceeds pursuant to Section 4.04 (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading6) a fee of $0.02 .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 4.1 through 4.04 thereof4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading, (7) a fee for the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the exercise of the rights and the deposit of thesuch securities received upon the exercise of such securities rights (for purposes of this clause (7) 6 7 treating all such securities as if they were CPOs) Shares), but which securities rightssecurities are instead sold and the proceeds of such sale distributed by the Depositary to Owners and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article 8 hereofSection 2.9 of the Deposit Agreement, may own and deal in any class of securities of the CompanyIssuer and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Australia & New Zealand Banking Group LTD)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Shares or by any party Ownerparty 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 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 CPOs Shares generally on the Share register of the CPO Trust Company (or Receipt the appointed agent of the Company for transfer and registration of Shares)or Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American ADSsAmerican Depositary Shares (or portion thereof) for the execution and delivery of ReceiptsAmerican Depositary Shares pursuant to Section 2.03 of the Deposit Agreement, the execution and delivery of Receipts pursuant to Section 2.034.032.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of Receipts ReceiptsAmerican Depositary Shares pursuant to Section 2.05 or 6.02 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to to, Section 4.1 through 4.4 thereof, except for distributions of cash dividends, and Sections 4.01 through 4.04 thereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee (to be deducted from such proceeds) being in an amount equal to the fee for the execution issuance of ADSsexecution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit by Owners of such securities (for purposes of this clause (7) treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners Owners, (8) in addition to any fee charged under clause (6), a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be charges payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article 3 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Units or Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Units or Shares generally on the Unit or Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Units or Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit AgreementAgree- ment, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 4.1 through 4.04 thereof4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading, (7) a fee for the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsUnits or Shares) but which securities are instead distributed by the Depositary to Owners Owners, and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s Depositarys agents, including the Custodian, or the agents of the Depositary’s Depositarys agents in connection with the servicing of CPOs Units or Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Company and its affiliates and in Receipts. 8.
Appears in 1 contract
Samples: Deposit Agreement (Mexican Economic Development Inc)
Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer at least once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Issuer or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement Agreement, and the surrender of Receipts pursuant to Section 2.05 or 6.02 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.01 through 4.04 thereof, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article (8) hereof, may own and deal in any class of securities of the Issuer and its affiliates and in Receipts.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 4.3 of the Deposit Agreement), or by OwnersHolders, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in connection with the conversion of foreign currency into U.S. dollars pursuant to Section 4.05 4.5 of the Deposit Agreement, JPMorgan Chase Bank, N.A. shall deduct out of such foreign currency the fees and expenses charged by it and/or its agent (which may be a division, branch or affiliate) so appointed in connection with such conversion, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 0.04 or less per American Depositary Share (or portion thereof) for on any cash dividend and cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereofAgreement and which will be payable in the manner described in clause (9) below, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners 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 (8) 9) a fee for the reimbursement of such fees, charges and expenses as are incurred by the Depositary and/or any other charge that mayof its agents (including, as a result without limitation, the Custodian and expenses incurred on behalf of change Holders in connection with compliance with foreign exchange control regulations or any law or regulation (including the rules of any securities depositoryrelating to foreign investment) after the date of the Deposit Agreement, be 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 CPOs the Shares or other Deposited Securities, the sale of securities (including, without limitation, Deposited Securities), the delivery of Deposited Securities that or otherwise in connection with the Company has not elected to reimburse to the Depositary Depositary's or its Custodian's compliance with applicable law, rule or regulation (which charge fees and charges shall be assessed on a proportionate basis against Owners Holders as of the record date or dates set by the Depositary in accordance with Section 4.06 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge Holders or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Issuer and its affiliates and in Receipts. The Depositary anticipates making contributions to the Company in connection with the American Depositary Receipt program upon such terms and conditions as the Company and the Depositary may agree from time to time. The Depositary may make available to the Company a set amount or a portion of the Depositary fees charged in respect of the American Depositary Receipt program or otherwise upon such terms and conditions as the Company and the Depositary may agree from time to time. The Depositary reserves the right to utilize a division, branch or affiliate of JPMorgan Chase Bank, N.A. to direct, manage and/or execute any public and/or private sale of securities under the Deposit Agreement. Such division, branch and/or affiliate may charge the Depositary a fee in connection with such sales, which fee is considered an expense of the Depositary contemplated hereunder.
Appears in 1 contract
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company at least once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as applicable: (1) taxes taxes, stamp duties and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 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, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 thereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and which will be payable as provided in clause (9) below; provided, however, that no fee will be assessed under this clause (8) to the extent a fee of $.02 was charged pursuant to clause (6) above during that calendar year and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Tingyi (Cayman Islands) Holding Corp.)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement detailed statements for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the register Share Register of the CPO Trust or Receipt Company maintained by the Russian Share Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section Sections 2.03, 4.03 or 4.04 4.04, of the Deposit Agreement and the surrender of Receipts pursuant to Section Sections 2.05 or 6.02 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, Agreement including but not limited to Sections 4.01 through 4.04 thereofof the Deposit Agreement, (7) a fee of $0.01 or less per American Depositary Share (or portion thereof) per year to cover such expenses as are incurred for inspections by the Depositary, the Custodian or their respective agents of the Share Register maintained by the Russian Share Registrar (which fee shall be assessed against Owners of record as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be collected at the sole discretion of the Depositary by billing such Owners for such fee or by deducting such fee from one or more cash dividends or other cash distributions), (8) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 8 treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners and (8) any other charge that may, as 9) a result fee not in excess of change in law $1.50 per certificate for a Receipt or regulation (including Receipts for transfers made pursuant to the rules of any securities depository) after the date terms of the Deposit Agreement, be payable by the . The Depositary, any of the Depositary’s agentssubject to Article 8 hereof, including the Custodianmay own and deal, or the agents of the Depositary’s agents in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 applicable law, in any class of securities of the Deposit Agreement Company 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)its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Open Joint Stock Co Nizhegorodsvyazinform/Adr)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Unless otherwise agreed, the Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges for which the Company shall have no responsibility or liability shall be incurred by any party depositing or withdrawing CPOs 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 4.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.05 4.5 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less 10.00 per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.4, 4.03 or 4.04 of the Deposit Agreement 4.3, and the surrender of Receipts pursuant to Section 2.05 or 6.02 2.6 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee not in excess of $0.02 or less .02 per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.01 4.1 through 4.04 thereof, 4.4 thereof and (7) a fee not in excess of $1.50 per certificate for the distribution of securities a Receipt or Receipts for transfers made pursuant to Section 4.02 2.5 of the Deposit Agreement. The Depositary, such fee being subject to Paragraph (8) hereof, may own and deal in an amount equal to the fee for the execution and delivery any class of Receipts referred to above which would have been charged as a result securities of the deposit of such 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 with this clause (7) treating all such securities as if they were CPOs) but which securities are instead distributed by the Depositary to Owners and (8) any other charge that may, as a result of change in law Receipt or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions).
Appears in 1 contract
Samples: Deposit Agreement (New World Development Co LTD /Fi)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs BDRs 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 of the Deposit Agreement), 4.03) or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs BDRs generally on the BDR register of the CPO Trust BDR Depositary or Receipt Foreign Registrar and applicable to transfers of CPOs BDRs 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 the this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 or 6.02 of the Deposit Agreement6.02, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereof4.04, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsBDRs) but which securities are instead distributed by the Depositary to Owners Owners, (8) in addition to any fee charged under clause 6, a fee of $.05 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be 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 CPOs BDRs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.09, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Company agrees to pay or reimburse the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses right of the Custodian are for Depositary to receive payments and/or reimbursements under this Paragraph 7 shall survive the sole account termination of the DepositaryDeposit Agreement. The following charges shall be incurred by the Holders and Beneficial Owners, by any party depositing or withdrawing CPOs 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 Paragraph 12 hereof and to the terms of the Deposit Agreement), or by Owners, as 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 CPOs Shares generally on the register of the CPO Trust or Receipt Registrar Share Register and applicable to transfers of CPOs Shares 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 or facsimile transmission and delivery expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to 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 4.05 2.04 of the Deposit Agreement, (5) except as otherwise provided in Section 5.09 of the Deposit Agreement, a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03Paragraphs 12, 4.03 or 4.04 13 and 17 hereof and to the terms of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 or 6.02 Paragraphs 2, 12 and 21 hereof and the terms of the Deposit Agreement, (6) (to except as otherwise provided in Section 5.09 of the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) Deposit Agreement, a fee of $0.02 .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 thereof, (7) a fee of $1.50 per certificate for a Receipt or Receipts for transfers made pursuant to Paragraph 3, (8) a fee for the distribution of securities pursuant to Section 4.02 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 Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 8) treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Holders, (9) a fee for, and (8) any other charge that maydeducted from, the distribution of proceeds of sales of securities or rights pursuant to Paragraph 12 or 13, respectively, such fee being in an amount equal to the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of change the deposit by Holders of securities (for purposes of this clause (9) treating all such securities as if they were Shares) or Shares received in law exercise of rights distributed to them pursuant to Paragraph 13, but which securities or regulation rights are instead sold by the Depositary and the net proceeds distributed and (including the rules 10) a fee of any securities depository$0.01 or less per ADS (or portion thereof) after the date of the Deposit Agreement, be payable per year to cover such expenses as are incurred for inspections by the Depositary, any of the Depositary’s agents, including the Custodian, Custodian or the their respective agents of the Depositary’s agents in connection with Share Register maintained by the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary Russian Share Registrar (which charge fee shall be assessed against Owners Holders of record as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or not more cash dividends or other cash distributionsoften than once each calendar year).
Appears in 1 contract
Charges of Depositary. The Company Westfield Group agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Westfield Group from time to time. The Depositary shall present its statement for such charges and expenses to the Company Westfield Group once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Stapled Securities or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company Westfield Group or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03 of the Deposit Agreement), 4.03) or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Stapled Securities generally on the register of the CPO Trust Westfield Group or Receipt Foreign Registrar and applicable to transfers of CPOs Stapled Securities to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 or 6.02 of the Deposit Agreement6.02, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereof4.04, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOsStapled Securities) but which securities are instead distributed by the Depositary to Owners Owners, (8) in addition to any fee charged under clause (6), a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and will be payable as provided in clause (9) below, and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be 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 CPOs Stapled Securities or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.09, may own and deal in any class of securities of the Westfield Group and its affiliates and in Receipts.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) monthsmonths or at such other intervals as the Company and the Depositary may agree. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 4.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers transfers, if any, of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the 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 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 4.4 of the Deposit Agreement Agreement, and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.01 4.1 through 4.04 4.4 thereof, (7) a fee for the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners Owners. The Depositary, subject to Article (9) hereof, may own and (8) deal in any other charge that may, as a result class of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents Company and its affiliates and in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Receipts.
Appears in 1 contract
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Shares or by any party surrendering Receipts American Depositary Shares or to whom Receipts American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts American Depositary Shares or Deposited Securities or a distribution delivery of Receipts American Depositary Shares pursuant to Section 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) applicable taxes and other governmental chargescharges payable with respect to American Depositary Shares or Deposited Securities, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts American Depositary Shares pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of Receipts American Depositary Shares pursuant to Section 2.05 or 6.02 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, (8) in addition to any fee charged under clause 6, a fee of $.05 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be charges payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary may collect any of its fees by deduction from any cash distribution payable to Owners that are obligated to pay those fees. The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares. From time to time, the Depositary may make payments to the Company to reimburse and / or share revenue from the fees collected from Owners or Holders, or waive fees and expenses for services provided, generally relating to costs and expenses arising out of establishment and maintenance of the American Depositary Shares program. In performing its duties under the Deposit Agreement, the Depositary may use brokers, dealers or other service providers that are affiliates of the Depositary and that may earn or share fees or commissions.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), ) or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 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, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 thereof, of the Deposit Agreement and (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be 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 CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting deducing 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 expenses and reasonable out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer at least once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Issuer or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section Sections 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, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee not in excess of $0.02 or less .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, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOs) but which securities are instead distributed by the Depositary to Owners and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions).portion
Appears in 1 contract
Samples: Deposit Agreement (Irsa Propiedades Comerciales S.A.)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-of pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Preference Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Preference Shares generally on the share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Preference Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 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, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 thereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOs) Preference Shares), but which securities are instead distributed by the Depositary to Owners Owners, (8) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and will be payable as provided in clause 9 below; provided, however, that no fee will be assessed under this clause 8 to the extent that a fee of $.02 was charged pursuant to clause 6 above during that calendar year and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be 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 CPOs Preference Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Samples: Regulation S Deposit Agreement (Lloyds Banking Group PLC)
Charges of Depositary. The Company agrees to pay the fees, --------------------- reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement4.03), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees and related expenses as may from time to time be in effect for for, or incurred by the Depositary in connection with, the registration of transfers of CPOs Shares generally on the register Share Register of the CPO Trust or Receipt Company maintained by the Russian Share Registrar and applicable to transfers of CPOs Shares 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 the this Deposit Agreement, (4) such reasonable expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section Sections 2.03, 4.03 or 4.04 of the Deposit Agreement 4.04, and the surrender of Receipts pursuant to Section Sections 2.05 or 6.02 of the Deposit Agreement6.02, (6) (to the extent where permitted by the applicable rules and regulations of any stock securities exchange on upon which the American Depositary Shares are listed for tradinglisted) a fee of $0.02 .02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, including but not limited to Sections 4.01 through 4.04 thereofhereof, and (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.02, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners. The Depositary may own and (8) deal in any other charge that may, as a result class of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents Company and its affiliates and in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Receipts.
Appears in 1 contract
Samples: Restricted Deposit Agreement (Telenor East Invest As)
Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and reasonable out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer at least once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Issuer or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency Foreign Currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 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, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereof, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOs) but which securities are instead distributed by the Depositary to Owners and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions).portion
Appears in 1 contract
Samples: Deposit Agreement (Irsa Propiedades Comerciales S.A.)
Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the Share register of the CPO Trust Issuer or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the Deposit AgreementAgreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement4.5, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 4.4 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .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 4.1 through 4.04 thereof4.4 of the Deposit Agreement, to the extent permitted by the rules of any securities exchange on which the American Depositary Shares may be listed for trading, (7) a fee for the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 of the Deposit Agreement, may own and deal in any class of securities of the Issuer and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (CPFL Energy INC)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-of- pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) monthsmonths or at such other intervals as the Company and the Depositary may agree. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 4.3 of the Deposit Agreement), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers transfers, if any, of CPOs Shares generally on the Share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the 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 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 of the Deposit Agreement 4.4, and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 6.2 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to Sections 4.01 4.1 through 4.04 4.4 thereof, (7) a fee for the distribution of securities pursuant to Section 4.02 4.2 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners and Owners. The Depositary, subject to Article (8) hereof, may own and deal in any other charge that may, as a result class of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents Company and its affiliates and in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Arm Holdings PLC)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and outou-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Preference Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Preference Shares generally on the share register of the CPO Trust Company or Receipt Foreign Registrar and applicable to transfers of CPOs Preference Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals hereunderunder the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 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, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .02 or less per American Depositary Share (or portion thereofthereat) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to Sections 4.01 through 4.04 thereofof the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOs) Preference Shares), but which securities are instead distributed by the Depositary to Owners Owners, (8) ) a fee of $.02 or less per American Depositary Share (or portion thereof) for depositary services, which will accrue on the last day of each calendar year and will be payable as provided in clause 9 below; provided, however, that no fee will be assessed under this clause 8 to the extent that a fee of $.02 was charged pursuant to clause 6 above during that calendar year and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be 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 CPOs Preference Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Samples: Rule 144a Deposit Agreement (Lloyds Banking Group PLC)
Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three (3) monthsmonths or at such other intervals as the Issuer and the Depositary may agree. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 of the Deposit Agreement4.3), or by Owners, as whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers transfers, if any, of CPOs Shares generally on the Share register of the CPO Trust Issuer or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the this Deposit Agreement, (4) such reasonable expenses as are incurred by the Depositary in the conversion of foreign Foreign Currencyforeign currency pursuant to Section 4.05 of the Deposit Agreement, 4.5 (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 of the Deposit Agreement 4.4, and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 of the Deposit Agreement6.2, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, Agreement including, but not limited to to, Sections 4.01 4.1 through 4.04 thereof4.4 hereof, and (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners Owners. The Depositary, subject to Section 2.9 hereof, may own and (8) deal in any other charge that may, as a result class of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents Issuer and its affiliates and in connection with the servicing of CPOs or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions)Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Cambridge Antibody Technology Group PLC)
Charges of Depositary. The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company at least once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock free distribution of Sharesstock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03 of the Deposit Agreement4.3), where or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of CPOs Shares generally on the registers of shareholdersShare register of the CPO Trust or Receipt Company and theor Foreign Transfer Agent, if applicable,Registrar and applicable to transfers of CPOs Shares 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 the 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 of the Deposit Agreement4.5, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 4.3 or 4.04 of the Deposit Agreement 4.4,4.4 and the surrender of Receipts pursuant to Section 2.05 2.5 or 6.02 of the Deposit Agreement6.2, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $0.02 .02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the thisthe Deposit Agreement, including, but not limited to to, Sections 4.01 4.1 through 4.04 thereof4.4 hereof, and (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) treating all such securities as if they were CPOs) Shares), but which securities are instead distributed by the Depositary to Owners and (8) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be charges payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement 4.6 and shall be payable collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.5 and 2.9 hereof and other than in its capacity as the Depositary hereunder, may own and deal in any class of securities of the Company and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Trend Micro Inc)
Charges of Depositary. The Company Issuer agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Receipt Registrar only in accordance with agreements in writing entered into between the Depositary and the Company Issuer from time to time. The Depositary shall present its statement for such charges and expenses to the Company Issuer once every three (3) months. The charges and expenses of the Custodian are for the sole account of the Depositary. The following charges shall be incurred by any party depositing or withdrawing CPOs 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 ReceiptsAmerican Depositary Shares or Deposited Securities or a distribution distributiondelivery of Receipts pursuant to Section 4.03 of the Deposit Agreement4.3 hereof), 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 CPOs Shares generally on the shareShare register of the CPO Trust Issuer or Receipt Foreign Registrar and applicable to transfers of CPOs Shares 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 the this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement4.5, (5) a fee not in excess of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.032.3, 4.03 the execution and delivery of Receipts pursuant to Sections 4.3 and4.3 or 4.04 of the Deposit Agreement 4.4 and the surrender of Receipts pursuant to Section 2.05 2.5 and,or 6.02 of the Deposit Agreement6.2, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee not in excess of $0.02 1.00 or less per certificate for a Receipt or Receipts for transfers made pursuant to Section 2.4..02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the this Deposit Agreement, including, but not limited to Sections 4.01 4.1 through 4.04 thereof4.4 hereof, (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement4.2, such fee being in an amount equal to the fee for the execution and delivery of Receipts American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause (7) 7 treating all such securities as if they were CPOsShares) but which securities are instead distributed by the Depositary to Owners Owners, (8) in addition to any fee charged under clause 6, a fee of $.02 or less per American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in clause 9 below, and (8) 9) any other charge that may, as a result of change in law or regulation (including the rules of any securities depository) after the date of the Deposit Agreement, be charges payable by the Depositary, any of the Depositary’s 's agents, including the Custodian, or the agents of the Depositary’s 's agents in connection with the servicing of CPOs Shares or other Deposited Securities that the Company has not elected to reimburse to the Depositary (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement 4. 6 and shall be payable at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions). The Depositary, subject to Section 2.9 hereof, may own and deal in any class of securities of the Issuer and its affiliates and in Receipts.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
