Common use of Compulsory Withdrawal Clause in Contracts

Compulsory Withdrawal. 10.1 If it shall come to the notice of the Depositary, or if the Depositary shall have reason to believe, that any Depositary Receipts: (a) are owned directly or beneficially by any person in circumstances which, in the reasonable opinion of the Depositary, might result in the Depositary or the Custodian suffering any losses (including tax losses) or pecuniary, fiscal or material regulatory disadvantage or any other material burden or disadvantage which it might not otherwise have suffered; (b) are owned directly or beneficially by, or otherwise for the benefit of, any person in breach of any law or requirement of any jurisdiction or governmental authority or so as to result in ownership of any Company Securities exceeding any limit under, or otherwise infringing, the Articles of Association of or law applicable to the Company or the terms of issue of Company Securities; (c) are owned directly or beneficially by, or otherwise for the benefit of, any person who fails to furnish to the Depositary such proof certificates and representations and warranties as to matters of fact, including, without limitation, as to his identity, as the Depositary may reasonably require for the administration or implementation of this Deposit Agreement in accordance with applicable laws and regulations; (d) are held by a Holder who has failed to duly and punctually perform any obligation to the Depositary or a Custodian imposed upon him by virtue of this Deposit Agreement or any other agreement or instrument to which such Holder is a party or by which such Holder is bound with respect to Depositary Receipts; or (e) are held on behalf of a Holder or Holders representing Company Securities of such value as to require the Depositary or Custodian, under applicable law, to make a mandatory offer for other Company Securities, then the Holder shall be deemed, at the election of the Depositary to have requested the cancellation of his Depositary Receipts(s) and the withdrawal of the Deposited Securities represented by his Depositary Receipts(s). 10.2 If any regulatory authority refuses to approve the holding by the Depositary or the Custodian of Company Securities at or above a certain level, and requires the Depositary or Custodian to divest itself of some or all of Company Securities held by it, then: (a) the Depositary will consult with the Company as to what action it proposes to take; and (b) a Holder or Holders (as appropriate) will be deemed to have requested the cancellation of their Depositary Receipts and the withdrawal of Company Securities represented by those Depositary Receipts in excess of that level. In deciding what action to take the Depositary will start from the presumption that all Holders should have their Depositary Receipts cancelled proportionally, but this presumption may be departed from in any particular case if, in the Depositary’s view, the circumstances make it appropriate to do so. 10.3 On the Holder being deemed at the election of the Depositary, to have requested the withdrawal of the Deposited Securities represented by his Depositary Receipts pursuant to Section 10.2, the Depositary shall make such arrangements to the extent practicable and permitted by applicable law and regulation for the delivery of the Deposited Property represented by the Holder’s Depositary Receipts to the Holder as the Depositary shall think fit. Without limitation, the Depositary may: (a) arrange for such Depositary Receipts to be cancelled and for the Deposited Property represented thereby to be transferred to such Holder; or (b) if transfer to the Holder in accordance with (a) above is not reasonably practicable following consultation with the Holder (where practicable), in its absolute discretion, liquidate all or part of the Deposited Property and deliver the net proceeds in respect thereof to the Holder. 10.4 The Depositary shall be entitled to deduct such fees, costs, duties, taxes and charges as may be applicable in accordance with the provisions of this Deposit Agreement from the Deposited Property or from the net proceeds thereof before delivering the same to the Holder after reasonable notice to the Holder of its intent to do so such the Holder may pay such amounts instead. If any governmental, regulatory or court consent needs to be obtained prior to the delivery of the Deposited Property or the net proceeds thereof to the Holder, the Depositary shall make such arrangements with respect to the Deposited Property or the net proceeds thereof as it shall see fit.

Compulsory Withdrawal. 10.1 If it shall come to the notice of the Depositary, or if the Depositary shall have reason to believe, that any Depositary Receipts: (a) are owned directly or beneficially by any person in circumstances which, in the reasonable opinion of the Depositary, might result in the Depositary or the Custodian suffering any losses (including tax losses) Losses for which it is not indemnified under this Deposit Agreement, or pecuniary, fiscal or material regulatory disadvantage or any other material burden or disadvantage which it might not otherwise have suffered; (b) are owned directly or beneficially by, or otherwise for the benefit of, any person in breach of any law or requirement of any jurisdiction or governmental authority Applicable Legislation or so as to result in ownership of any Company Securities exceeding any limit under, or otherwise infringing, the Articles of Association of or law applicable to the Company Applicable Legislation or the terms of issue of Company Securities; (c) are owned directly or beneficially by, or otherwise for the benefit of, any person who fails to furnish to the Depositary such proof proof, certificates and representations and warranties as to matters of fact, including, without limitation, as to his such person’s identity, as the Depositary may reasonably require for the administration or implementation of this Deposit Agreement in accordance with applicable laws and regulationsApplicable Legislation; (d) are held by a Holder who has failed to duly and punctually perform within a reasonable time set by the Depositary any material obligation to the Depositary or a Custodian imposed upon him by virtue of this Deposit Agreement or any other agreement or instrument to which such Holder is a party and the Depositary are parties or any instrument by which such Holder is bound with respect to Depositary Receipts; or (e) are held on behalf of a Holder or Holders representing Company Securities of such value as to require the Depositary or Custodian, under applicable lawApplicable Legislation, to make a mandatory offer for other Company Securities, then the Holder shall be deemed, at the election of the Depositary to have requested the cancellation of his its Depositary Receipts(s) and the withdrawal of the Deposited Securities represented by his such Depositary Receipts(s). 10.2 If any regulatory authority refuses to approve the holding by the Depositary or the Custodian of Company Securities at or above a certain level, and requires the Depositary or Custodian to divest itself of some or all of Company Securities held by it, then: (a) if reasonably practicable and time permitting, the Depositary will consult with the Company as to what action it proposes to take; and (b) a Holder or Holders (as appropriate) will be deemed to have requested the cancellation of their Depositary Receipts and the withdrawal of Company Securities represented by those Depositary Receipts in excess of that level. In deciding what action to take take, the Depositary will start from the presumption that all Holders should have their Depositary Receipts cancelled proportionally, but this presumption may be departed from in any particular case if, in the Depositary’s view, reasonable view the circumstances make it appropriate to do so. 10.3 On the Holder being deemed at the election of the Depositary, to have requested the withdrawal of the Deposited Securities represented by his its Depositary Receipts pursuant to Section 10.1 or 10.2, the Depositary shall shall, in each case, make such arrangements to the extent practicable and permitted by applicable law and regulation Applicable Legislation for the delivery of the Deposited Property represented by the Holder’s Depositary Receipts to the Holder as the Depositary shall think fit. Without limitation, the Depositary may: (a) arrange for such Depositary Receipts to be cancelled and for the Deposited Property represented thereby to be transferred to such Holder; or (b) if transfer to the Holder in accordance with (a) above is not reasonably practicable following consultation with the Holder (where practicable), in its absolute discretion, liquidate all or part of the Deposited Property and deliver the net proceeds in respect thereof to the Holder. 10.4 The Depositary shall be entitled to deduct such fees, costs, duties, taxes and charges as may be applicable in accordance with the provisions of this Deposit Agreement from the Deposited Property or from the net proceeds thereof before delivering the same to the Holder after reasonable notice to the Holder of its intent to do so such the Holder may pay such amounts instead. If any governmental, regulatory or court consent needs to be obtained prior to the delivery of the Deposited Property or the net proceeds thereof to the Holder, the Depositary shall make such arrangements with respect to the Deposited Property or the net proceeds thereof as it shall see fit.

Compulsory Withdrawal. 10.1 If it shall come to the notice of the Depositary, or if the Depositary shall have reason to believe, that any Depositary Receipts: (a) are owned directly or beneficially by any person in circumstances which, in the reasonable opinion of the Depositary, might result in the Depositary or the Custodian suffering any material losses (including tax losses) for which it is not indemnified under this Deposit Agreement, or pecuniary, fiscal or material regulatory disadvantage or any other material burden or disadvantage which it might not otherwise have suffered; (b) are owned directly or beneficially by, or otherwise for the benefit of, any person in breach of any law or requirement of any jurisdiction or governmental authority Applicable Legislation or so as to result in ownership of any Company Securities exceeding any limit under, or otherwise infringing, the Articles of Association of or law applicable to the Company Applicable Legislation or the terms of issue of Company Securities; (c) are owned directly or beneficially by, or otherwise for the benefit of, any person who fails to furnish to the Depositary such proof certificates and representations and warranties as to matters of fact, including, without limitation, as to his identity, as the Depositary may reasonably require for the administration or implementation of this Deposit Agreement in accordance with applicable laws and regulationsApplicable Legislation; (d) are held by a Holder who has failed to duly and punctually perform within a reasonable time determined by the Depositary any material obligation to the Depositary or a Custodian imposed upon him by virtue of this Deposit Agreement or any other agreement or instrument to which such Holder is a party and the Depositary are parties or any instrument by which such Holder is bound with respect to Depositary Receipts; or (e) are held on behalf of a Holder or Holders representing Company Securities of such value as to require the Depositary or Custodian, under applicable lawApplicable Legislation, to make a mandatory offer for other Company Securities, then the Holder shall be deemed, at the election of the Depositary to have requested the cancellation of his Depositary Receipts(s) and the withdrawal of the Deposited Securities represented by his Depositary Receipts(s). 10.2 If any regulatory authority refuses to approve the holding by the Depositary or the Custodian of Company Securities at or above a certain level, and requires the Depositary or Custodian to divest itself of some or all of Company Securities held by it, then: (a) the Depositary will consult with the Company as to what action it proposes to take; and (b) a Holder or Holders (as appropriate) will be deemed to have requested the cancellation of their Depositary Receipts and the withdrawal of Company Securities represented by those Depositary Receipts in excess of that level. In deciding what action to take the Depositary will start from the presumption that all Holders should have their Depositary Receipts cancelled proportionally, but this presumption may be departed from in any particular case if, in the Depositary’s reasonable view, the circumstances make it appropriate to do so. 10.3 On the Holder being deemed at the election of the Depositary, to have requested the withdrawal of the Deposited Securities represented by his Depositary Receipts pursuant to Section any of Sections 10.1 or 10.2, the Depositary shall make such arrangements to the extent practicable and permitted by applicable law and regulation Applicable Legislation for the delivery of the Deposited Property represented by the Holder’s Depositary Receipts to the Holder as the Depositary shall think fit. Without limitation, the Depositary may: (a) arrange for such Depositary Receipts to be cancelled and for the Deposited Property represented thereby to be transferred to such Holder; or (b) if transfer to the Holder in accordance with (a) above is not reasonably practicable following consultation with the Holder (where practicable), in its absolute discretion, liquidate all or part of the Deposited Property and deliver the net proceeds in respect thereof to the Holder. 10.4 The Depositary shall be entitled to deduct such fees, costs, duties, taxes and charges as may be applicable in accordance with the provisions of this Deposit Agreement from the Deposited Property or from the net proceeds thereof before delivering the same to the Holder after reasonable notice to the Holder of its intent to do so such the Holder may pay such amounts instead. If any governmental, regulatory or court consent needs to be obtained prior to the delivery of the Deposited Property or the net proceeds thereof to the Holder, the Depositary shall make such arrangements with respect to the Deposited Property or the net proceeds thereof as it shall see fit.

Compulsory Withdrawal. 10.1 If it shall come to the notice of the Depositary, or if the Depositary shall have reason to believe, that any Depositary Receipts: : (a) are owned directly or beneficially by any person in circumstances which, in the reasonable opinion of the Depositary, might result in the Depositary or the Custodian suffering any material losses (including tax Tax losses) for which it is not indemnified under this Deposit Agreement, or pecuniary, fiscal or material regulatory disadvantage or any other material burden or disadvantage which it might not otherwise have suffered; ; (b) are owned directly or beneficially by, or otherwise for the benefit of, any person in breach of any law or requirement of any jurisdiction or governmental authority Applicable Legislation or so as to result in ownership of any Company Securities exceeding any limit under, or otherwise infringing, the Articles of Association of or law applicable to the Company or the terms of issue of Company Securities; ; (c) are owned directly or beneficially by, or otherwise for the benefit of, any person who fails to furnish to the Depositary such proof certificates and representations and warranties as to matters of fact, including, without limitation, as to his its identity, as the Depositary may reasonably require for the administration or implementation of this Deposit Agreement in accordance with applicable laws and regulations; Applicable Legislation; (d) are held by a Holder who has failed to duly and punctually perform within a reasonable period of time or, if applicable, within the period of time specified in this Deposit Agreement, any material obligation to the Depositary or a Custodian imposed upon him by virtue of this Deposit Agreement or any other agreement or instrument to which such Holder is a party and the Depositary are parties or any instrument by which such Holder is bound with respect to Depositary Receipts; or or (e) are held on behalf of a Holder or Holders representing Company Securities of such value as to require the Depositary or Custodian, under applicable lawApplicable Legislation, to make a mandatory offer for other Company Securities, then the Holder shall be deemed, at the election of the Depositary to have requested the cancellation of his its Depositary Receipts(s) and the withdrawal of the Deposited Securities represented by his its Depositary Receipts(s). . 10.2 If any regulatory authority refuses to approve the holding by the Depositary or the Custodian of Company Securities at or above a certain level, and requires the Depositary or Custodian to divest itself of some or all of Company Securities held by it, then: : (a) the Depositary will consult with the Company as to what action it proposes to take; and (b) a Holder or Holders (as appropriate) will be deemed to have requested the cancellation of their Depositary Receipts and the withdrawal of Company Securities represented by those Depositary Receipts in excess of that level. In deciding what action to take the Depositary will start from the presumption that all Holders should have their Depositary Receipts cancelled proportionally, but this presumption may be departed from in any particular case if, in the Depositary’s view, the circumstances make it appropriate to do so. 10.3 On the Holder being deemed at the election of the Depositary, to have requested the withdrawal of the Deposited Securities represented by his Depositary Receipts pursuant to Section 10.2, the Depositary shall make such arrangements to the extent practicable and permitted by applicable law and regulation for the delivery of the Deposited Property represented by the Holder’s Depositary Receipts to the Holder as the Depositary shall think fit. Without limitation, the Depositary may: (a) arrange for such Depositary Receipts to be cancelled and for the Deposited Property represented thereby to be transferred to such Holder; or (b) if transfer to the Holder in accordance with (a) above is not reasonably practicable following consultation with the Holder (where practicable), in its absolute discretion, liquidate all or part of the Deposited Property and deliver the net proceeds in respect thereof to the Holder. 10.4 The Depositary shall be entitled to deduct such fees, costs, duties, taxes and charges as may be applicable in accordance with the provisions of this Deposit Agreement from the Deposited Property or from the net proceeds thereof before delivering the same to the Holder after reasonable notice to the Holder of its intent to do so such the Holder may pay such amounts instead. If any governmental, regulatory or court consent needs to be obtained prior to the delivery of the Deposited Property or the net proceeds thereof to the Holder, the Depositary shall make such arrangements with respect to the Deposited Property or the net proceeds thereof as it shall see fit.

Compulsory Withdrawal. 10.1 If it shall come to the notice of the Depositary, or if the Depositary shall have reason to believe, that any Depositary Receipts: (a) are owned directly or beneficially by any person in circumstances which, in the reasonable opinion of the Depositary, might result in the Depositary or the Custodian suffering any material losses (including tax losses) for which it is not indemnified under this Deposit Agreement, or pecuniary, fiscal or material regulatory disadvantage or any other material burden or disadvantage which it might not otherwise have suffered; (b) are owned directly or beneficially by, or otherwise for the benefit of, any person in breach of any law or requirement of any jurisdiction or governmental authority Applicable Legislation or so as to result in ownership of any Company Securities exceeding any limit under, or otherwise infringing, the Articles of Association of or law applicable to the Company Client or the terms of issue of Company Securities; (c) are owned directly or beneficially by, or otherwise for the benefit of, any person who fails to furnish to the Depositary such proof certificates and representations and warranties as to matters of fact, including, without limitation, as to his identity, as the Depositary may reasonably require for the administration or implementation of this Deposit Agreement in accordance with applicable laws and regulationsApplicable Legislation; (d) are held by a Holder who has failed to duly and punctually perform any material obligation to the Depositary or a Custodian imposed upon him by virtue of this Deposit Agreement or any other agreement or instrument to which such Holder is a party and the Depositary are parties or any instrument by which such Holder is bound with respect to Depositary Receipts; or (e) are held on behalf of a the Holder or Holders representing Company Securities of such value as to require the Depositary or Custodian, under applicable lawApplicable Legislation, to make a mandatory offer for other Company Securities, then the Holder shall be deemed, at the election of the Depositary to have requested the cancellation of his Depositary Receipts(s) and the withdrawal of the Deposited Securities represented by his Depositary Receipts(s). 10.2 If any regulatory authority refuses to approve the holding by the Depositary or the Custodian of Company Securities at or above a certain level, and requires the Depositary or Custodian to divest itself of some or all of Company Securities held by it, then: (a) the Depositary will consult with the Company Client as to what action it proposes to take; and (b) a the Holder or Holders (as appropriate) will be deemed to have requested the cancellation of their its Depositary Receipts and the withdrawal of Company Securities represented by those Depositary Receipts in excess of that level. In deciding what action to take the Depositary will start from the presumption that all Holders should have their Depositary Receipts cancelled proportionally, but this presumption may be departed from in any particular case if, in the Depositary’s view, the circumstances make it appropriate to do so. 10.3 On the Holder being deemed at the election of the Depositary, to have requested the withdrawal of the Deposited Securities represented by his Depositary Receipts pursuant to Section 10.2, the Depositary shall make such arrangements to the extent practicable and permitted by applicable law and regulation Applicable Legislation for the delivery of the Deposited Property represented by the Holder’s Depositary Receipts to the Holder as the Depositary shall think fit. Without limitation, the Depositary may: (a) arrange for such Depositary Receipts to be cancelled and for the Deposited Property represented thereby to be transferred to such Holder; or (b) if transfer to the Holder in accordance with (a) above is not reasonably practicable following consultation with the Holder (where practicable), in its absolute discretion, liquidate all or part of the Deposited Property and deliver the net proceeds in respect thereof to the Holder. 10.4 The Depositary shall be entitled to deduct such fees, costs, duties, taxes and charges as may be applicable in accordance with the provisions of this Deposit Agreement from the Deposited Property or from the net proceeds thereof before delivering the same to the Holder after reasonable notice to the Holder of its intent to do so such the Holder may pay such amounts instead. If any governmental, regulatory or court consent needs to be obtained prior to the delivery of the Deposited Property or the net proceeds thereof to the Holder, the Depositary shall make such arrangements with respect to the Deposited Property or the net proceeds thereof as it shall see fit.

Compulsory Withdrawal. 10.1 If it shall come to the notice of the Depositary, or if the Depositary shall have reason to believe, that any Depositary Receipts: (a) are owned directly or beneficially by any person in circumstances which, in the reasonable opinion of the Depositary, might result in the Depositary or the Custodian suffering any material losses (including tax losses) for which it is not indemnified under this Deposit Agreement, or pecuniary, fiscal or material regulatory disadvantage or any other material burden or disadvantage which it might not otherwise have suffered; (b) are owned directly or beneficially by, or otherwise for the benefit of, any person in breach of any law or requirement of any jurisdiction or governmental authority Applicable Legislation or so as to result in ownership of any Company Securities exceeding any limit under, or otherwise infringing, the Articles of Association of or law applicable to the Company Client or the terms of issue of Company Securities; (c) are owned directly or beneficially by, or otherwise for the benefit of, any person who fails to furnish to the Depositary such proof certificates and representations and warranties as to matters of fact, including, without limitation, as to his identity, as the Depositary may reasonably require for the administration or implementation of this Deposit Agreement in accordance with applicable laws and regulationsApplicable Legislation; (d) are held by a Holder who has failed to duly and punctually perform any material obligation to the Depositary or a Custodian imposed upon him by virtue of this Deposit Agreement or any other agreement or instrument to which such Holder is a party and the Depositary are parties or any instrument by which such Holder is bound with respect to Depositary Receipts; or (e) are held on behalf of a Holder or Holders representing Company Securities of such value as to require the Depositary or Custodian, under applicable law, to make a mandatory offer for other Company Securities, then the Holder shall be deemed, at the election of the Depositary to have requested the cancellation of his Depositary Receipts(s) and the withdrawal of the Deposited Securities represented by his Depositary Receipts(s). 10.2 If any regulatory authority refuses to approve the holding by the Depositary or the Custodian of Company Securities at or above a certain level, and requires the Depositary or Custodian to divest itself of some or all of Company Securities held by it, then: (a) the Depositary will consult with the Company Client as to what action it proposes to take; and (b) a the Holder or Holders (as appropriate) will be deemed to have requested the cancellation of their its Depositary Receipts and the withdrawal of Company Securities represented by those Depositary Receipts in excess of that level. In deciding what action to take the Depositary will start from the presumption that all Holders should have their Depositary Receipts cancelled proportionally, but this presumption may be departed from in any particular case if, in the Depositary’s view, the circumstances make it appropriate to do so. 10.3 On the Holder being deemed at the election of the Depositary, to have requested the withdrawal of the Deposited Securities represented by his Depositary Receipts pursuant to Section 10.2, the Depositary shall make such arrangements to the extent practicable and permitted by applicable law and regulation Applicable Legislation for the delivery of the Deposited Property represented by the Holder’s Depositary Receipts to the Holder as the Depositary shall think fit. Without limitation, the Depositary may: (a) arrange for such Depositary Receipts to be cancelled and for the Deposited Property represented thereby to be transferred to such Holder; or (b) if transfer to the Holder in accordance with (a) above is not reasonably practicable following consultation with the Holder (where practicable), in its absolute discretion, liquidate all or part of the Deposited Property and deliver the net proceeds in respect thereof to the Holder. 10.4 The Depositary shall be entitled to deduct such fees, costs, duties, taxes and charges as may be applicable in accordance with the provisions of this Deposit Agreement from the Deposited Property or from the net proceeds thereof before delivering the same to the Holder after reasonable notice to the Holder of its intent to do so such the Holder may pay such amounts instead. If any governmental, regulatory or court consent needs to be obtained prior to the delivery of the Deposited Property or the net proceeds thereof to the Holder, the Depositary shall make such arrangements with respect to the Deposited Property or the net proceeds thereof as it shall see fit.