Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 122 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 112 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement, Deposit Agreement (CPFL Energy INC)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may reasonably determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any the fees and charges set forth in the Fee Schedule attached hereto as Exhibit B, and applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirementstaxes withheld) in accordance with the terms of the applicable sections of the Deposit Agreement. The Depositary and/or its agent (which may be a division, branch or Affiliate of the Depositary) may act as principal for any conversion of Foreign Currency. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 111 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may reasonably determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any the fees and charges set forth in the Fee Schedule attached hereto as Exhibit B, and applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirementstaxes withheld) in accordance with the terms of the applicable sections of the Deposit Agreement. The Depositary and/or its agent (which may be a division, branch or Affiliate of the Depositary) may act as principal for any conversion of Foreign Currency. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its reasonable discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 46 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (NIP Group Inc.)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the this Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 25 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Tata Motors LTD/Fi), Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its reasonable discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 23 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the Foreign Currency so received can, in the judgment of the Depositary can at such time be converted on a practicable basisreasonable basis into U.S. dollars distributable to the Holders of Receipts entitled thereto and such U.S. dollars (net of reasonable and customary expenses incurred by the Depositary in conversion of the Foreign Currency) transferred to the United States, the Depositary shall convert, by sale or in any other manner that it may determine in accordance with applicable law, such Foreign Currency into Dollars transferable to the United States U.S. dollars and distributable such U.S. dollars shall be distributed to the Holders entitled theretothereto or, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such DollarsU.S. dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments or instruments, as applicable, upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for or approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawfulconvertible on a reasonable basis into U.S. dollars distributable to the Holders of Receipts entitled thereto and transferable to the United States, or if any approval or license of any governmental authority or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, in the opinion of or if any such approval or license is not obtained within a reasonable period as determined by the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (without liability proceeds for interest thereon) the respective accounts of, the Holders of Receipts entitled to receive the same. If any such conversion of Foreign Currency, in whole or in part, can be effected for distribution to some Holders of Receipts entitled thereto, the Depositary may in its discretion make such conversion and distribution to U.S. dollars to the extent permissible to the Holders of Receipts entitled thereto for whom such conversion and distribution is practicable and may distribute the balance of the Foreign Currency received by the Depositary to, or hold such balance for the respective accounts of the Holders entitled to receive the samethereto for whom such conversion and distribution is not practicable.
Appears in 12 contracts
Samples: Deposit Agreement (Mitchells & Butlers PLC), Deposit Agreement (Mitchells & Butlers PLC), Deposit Agreement (Intercontinental Hotels Group PLC)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable and the resulting Dollars transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall shall, as promptly as practicable, convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed to the Owners entitled thereto or, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application Receipt or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9 of the Deposit Agreement. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.
Appears in 11 contracts
Samples: Deposit Agreement (Comercial Mexican Holding /Adr), Deposit Agreement (Vitro Sab De Cv), Deposit Agreement (Vitro Sa De Cv)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable and the resulting Dollars transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall shall, as promptly as practicable, convert or cause to be converted, converted by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed to the Owners entitled thereto or, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application American Depositary Shares or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9 of the Deposit Agreement. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.
Appears in 10 contracts
Samples: Deposit Agreement (Ascendis Pharma a/S), Deposit Agreement (Ascendis Pharma a/S), Deposit Agreement (Bank of New York / Adr Division)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion taxes and any expenses incurred on behalf of the Holders in connection with such conversion and distribution, including, without limitation, applicable fees, taxes and any expenses incurred in complying with currency exchange control or controls and other governmental requirements, transaction spreads, brokerage fees, transmission fees and expenses) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its reasonable discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 9 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Autolus Therapeutics PLC), Deposit Agreement (Autolus Therapeutics PLC)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable and the resulting Dollars transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall shall, as promptly as practicable, convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed to the Owners entitled thereto or, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application Receipt or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9 of the Deposit Agreement. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the reasonable opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.
Appears in 9 contracts
Samples: Deposit Agreement (Mizuho Financial Group Inc), Deposit Agreement (Macro Bansud Bank Inc.), Deposit Agreement (CPFL Energy INC)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can in the reasonable judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable and the resulting Dollars transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall shall, as promptly as practicable, convert or cause to be converted, by sale or in any other manner that it may reasonably determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed to the Owners entitled thereto or, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application Receipt or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its reasonable judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the reasonable opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the accounts of, the Owners entitled thereto.
Appears in 8 contracts
Samples: Deposit Agreement (Royal Dutch Shell PLC), Deposit Agreement (Royal Dutch Shell PLC), Deposit Agreement (Royal Dutch Shell PLC)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyreceives currency other than dollars (in this paragraph referred to as "foreign currency"), by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary can at such time be converted on a practicable basisreasonable basis into dollars which can, by sale or in any other manner that it may determine in accordance with applicable lawat the time of receipt thereof, into Dollars transferable be transferred to the United States and distributable distributed to the Holders entitled thereto, the Depositary shall will promptly convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollarsdollars, and shall distribute such Dollars dollars (net of any applicable fees, less any reasonable and customary expenses incurred by the Depositary in such the conversion and any expenses incurred on behalf of the foreign currency) will be distributed to the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If entitled thereto or, if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollarsdollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may will be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to may file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine determines that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary is not practicable or lawfulconvertible on a reasonable basis into dollars distributable to Holders entitled thereto, or if any approval or license of any governmental government or authority or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency foreign currency (without liability for interest thereoninterest) for the respective accounts of of, the Holders entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some Holders entitled thereto, the Depositary may in its discretion make such conversion and distribution in dollars to the extent permissible to the Holders for whom such conversion and distribution is practicable and may, subject to any applicable currency and exchange regulations, distribute the balance of the foreign currency received by the Depositary to, or hold such balance for the account of, the Holders for whom such conversion and distribution is not practicable.
Appears in 6 contracts
Samples: Common Stock Deposit Agreement (Philippine Long Distance Telephone Co), Common Stock Deposit Agreement (Philippine Long Distance Telephone Co), Preferred Stock Deposit Agreement (Philippine Long Distance Telephone Co)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall shall, subject to the laws and regulations of the Republic of China, convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 6 contracts
Samples: Deposit Agreement (ASE Technology Holding Co., Ltd.), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Advanced Semiconductor Engineering Inc)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall shall, as soon as reasonably practicable, convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall promptly distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretiondiscretion after notice to the Company, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 6 contracts
Samples: Deposit Agreement (SESA GOA LTD), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any the fees and charges set forth in the Fee Schedule attached hereto as Exhibit B, and applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirementstaxes withheld) in accordance with the terms of the applicable sections of the Deposit Agreement. The Depositary and/or its agent (which may be a division, branch or Affiliate of the Depositary) may act as principal for any conversion of Foreign Currency. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its reasonable discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 6 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (PureTech Health PLC), Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the this Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable practical or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 6 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Rediff Communication LTD), Deposit Agreement (Upm Kymmene Corp)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable and the resulting Dollars transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall convert or cause to be converted, converted by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed without unreasonable delay to the Owners entitled thereto or, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application American Depositary Shares or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09 of the Deposit Agreement. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.
Appears in 5 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Anheuser-Busch InBev S.A.), Deposit Agreement (Anheuser-Busch InBev S.A.)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may reasonably determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable feesthe fees and charges set forth in the Fee Schedule attached hereto as Exhibit B, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirementstaxes withheld) in accordance with the terms of the applicable sections of the Deposit Agreement. The Depositary and/or its agent (which may be a division, branch or Affiliate of the Depositary) may act as principal for any conversion of Foreign Currency. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its reasonable discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 5 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Freeline Therapeutics Holdings PLC), Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency other than dollars (in this Section 4.07, hereinafter referred to as foreign currency), by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights which can, in the reasonable judgment of the Depositary can at such time and pursuant to applicable law, be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, commercially feasible basis into Dollars transferable to the United States and dollars distributable to the Holders entitled theretothereto and the resulting dollars transferred to the United States, the Depositary shall as promptly as practicable convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollarsdollars, and shall distribute such Dollars dollars (net of any applicable fees, less any reasonable and customary expenses incurred by the Depositary in such the conversion and any expenses incurred on behalf of the foreign currency) shall be distributed to the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If entitled thereto or, if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollarsdollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may shall be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filingin good faith. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary is not practicable or lawfulconvertible on a reasonable basis into dollars distributable to the Holders entitled thereto, or if any approval or license of any governmental government or authority or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the good faith opinion of the Depositary, is not obtainable at a reasonable cost obtainable, or if any such approval or license is not obtained within a reasonable periodperiod as determined by the Depositary, the Depositary maymay distribute, in its discretionpursuant to applicable law, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency foreign currency (without liability for interest thereoninterest) for the respective accounts of of, the Holders entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some Holders entitled thereto, the Depositary may in its discretion make such conversion and distribution in dollars to the extent permissible to the Holders for whom such conversion and distribution is practicable and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance for the account of, the Holders for whom such conversion and distribution is not practicable.
Appears in 5 contracts
Samples: Deposit Agreement (LG.Philips LCD Co., Ltd.), Deposit Agreement (LG.Philips LCD Co., Ltd.), Deposit Agreement (Woori Finance Holdings Co LTD)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretiondiscretion but subject to applicable laws and regulations, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 5 contracts
Samples: Deposit Agreement (Azul Sa), Deposit Agreement (Azul Sa), Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the this Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 5 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Focus Media Holding LTD), Deposit Agreement (Focus Media Holding LTD)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can, pursuant to applicable law, in the reasonable judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable and the resulting Dollars transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall shall, promptly, convert or cause to be converted, by sale or in any other manner that it may reasonably determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed to the Owners entitled thereto or, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application Receipt or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9 of the Deposit Agreement. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment reasonable judgment, after Consultation with the conversion of Company, any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the reasonable opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency non- convertible portion of such foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its reasonable discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the samesame and shall give notice thereof to such Owners. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may, and upon request of the Company shall, in its reasonable discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto who shall receive notice from the Depositary with respect to such holding of foreign currency. 14.
Appears in 5 contracts
Samples: Deposit Agreement (Zurich Financial Services/ /Fi), Deposit Agreement (Zurich Financial Services/ /Fi), Deposit Agreement (Zurich Financial Services/ /Fi)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion taxes and any expenses incurred on behalf of the Holders in connection with such conversion and distribution, including, without limitation, reasonable and customary fees, taxes and any expenses incurred in complying with currency exchange control or controls and other governmental requirements, transaction spreads, brokerage fees, transmission fees and expenses) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its reasonable discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Orchard Therapeutics PLC), Deposit Agreement (Orchard Rx LTD)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall inform the Company, and the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Woodside Petroleum LTD), Deposit Agreement (Woodside Petroleum LTD)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the reasonable judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may reasonably determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any the fees and charges set forth in the Fee Schedule attached hereto as Exhibit B, and applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirementstaxes withheld) in accordance with the terms of the applicable sections of the Deposit Agreement. The Depositary and/or its agent (which may be a division, branch or Affiliate of the Depositary) may act as principal for any conversion of Foreign Currency. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 4 contracts
Samples: Deposit Agreement (Arm Holdings PLC /Uk), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Arm Holdings LTD)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights in respect of such Receipts, and if at the judgment time of the Depositary can at such time receipt thereof the Foreign Currency so received can, pursuant to applicable law, be converted on a practicable basisinto Dollars, the Depositary shall convert or cause to be converted within one Business Day of its or the Custodian's receipt of such Foreign Currency, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute . If at the time of conversion of such Foreign Currency into Dollars such Dollars (net can, pursuant to applicable law, be transferred outside of any applicable feesBrazil for distribution to the owners entitled thereto, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of Dollars shall be distributed as promptly as practicable to the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If Owners entitled thereto or, if the Depositary shall have distributed any rights, warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such rights, warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution or conversion may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application Receipt or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09. If such conversion of Foreign Currency into Dollars or distribution generally of Dollars or with regard to a particular Holder non-convertible Foreign Currency can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file as promptly as practicable such application for approval or license, if any, as it may deem desirable. In no event, ; however, shall the Depositary shall be obligated entitled to make rely upon Brazilian local counsel in such a filingmatters, which counsel shall be instructed to act as promptly as possible. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary or Custodian is not practicable not, pursuant to applicable law, convertible, in whole or lawfulin part, into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the Depositary, Depositary can not obtainable at a reasonable cost or be obtained within a reasonable periodtime, the Depositary mayshall, (a) as to that portion of the Foreign Currency that is convertible into Dollars, make such conversion and (i) if permitted pursuant to applicable law, transfer such Dollars to the United States and distribute to Owners in its discretionaccordance with the first paragraph of this Section 4.05 or (ii) to the extent transfer of such Dollars to the United States is not permitted pursuant to applicable law, hold such Dollars as may not be transferred for the benefit of the Owners entitled thereto, and (b) as the non-convertible balance, if any, (i) make such conversion and distribution if requested in Dollars writing by an Owner, distribute or cause the Custodian to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) received by the Depositary or Custodian to Holders for whom this is lawful and practicablesuch Owner and, (ii) the Depositary shall hold or (iii) hold (or shall cause the Custodian to hold) such hold any amounts of nonconvertible Foreign Currency not distributed pursuant to the immediately preceding subclause (b)(i) uninvested and without liability for interest thereon) thereon for the respective accounts of the Holders Owners entitled to receive the same.
Appears in 4 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Parana Bank S.A.), Deposit Agreement (Bank of New York / Adr Division)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Aviva PLC), Deposit Agreement (Aviva PLC)
Conversion of Foreign Currency. Whenever the Depositary or the ------------------------------ Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the reasonable judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute as promptly as practicable such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the this Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable practical or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 4 contracts
Samples: Deposit Agreement (United Pan Europe Communications Nv), Deposit Agreement (United Pan Europe Communications Nv), Deposit Agreement (United Pan Europe Communications Nv)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may reasonably determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any the fees and charges set forth in the Fee Schedule attached hereto as Exhibit B, and applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirementstaxes withheld) in accordance with the terms of the applicable sections of the Deposit Agreement. The Depositary and/or its agent (which may be a division, branch or Affiliate of the Depositary) may act as principal for any conversion of Foreign Currency. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall inform the Company, and the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Woodside Petroleum LTD), Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable lawlaws and regulations, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 4 contracts
Samples: Deposit Agreement (ROWAN COMPANIES LTD), Deposit Agreement (Sumitomo Mitsui Financial Group, Inc.), Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, into the Depositary's foreign investment account in the Russian Federation, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable and the resulting Dollars transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed to the Owners entitled thereto or, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application Receipt or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may may, in its sole discretion, deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.
Appears in 4 contracts
Samples: Deposit Agreement (Ojsc Polyus Gold), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Scientific Production Corp Irkut)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights in respect of such Receipts, and if at the judgment time of the Depositary can at such time receipt thereof the Foreign Currency so received can, pursuant to applicable law, be converted on a practicable basisinto Dollars, the Depositary shall convert or cause to be converted within one Business Day of the Custodian's receipt of such Foreign Currency, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute . If at the time of conversion of such Foreign Currency into Dollars such Dollars (net can, pursuant to applicable law, be transferred outside of any applicable feesBrazil for distribution to the Owners entitled thereto, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of Dollars shall be distributed as promptly as practicable to the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If Owners entitled thereto or, if the Depositary shall have distributed any rights, warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such rights, warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution or conversion may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application Receipt or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09. If such conversion of Foreign Currency into Dollars or distribution generally of Dollars or with regard to a particular Holder non-convertible Foreign Currency can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file as promptly as practicable such application for approval or license, if any, as it may deem desirable. In no event, ; however, shall the Depositary shall be obligated entitled to make rely upon Brazilian local counsel in such a filingmatters, which counsel shall be instructed to act as promptly as possible. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary or Custodian is not practicable not, pursuant to applicable law, convertible, in whole or lawfulin part, into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the Depositary, Depositary can not obtainable at a reasonable cost or be obtained within a reasonable periodtime, the Depositary mayshall, (a) as to that portion of the Foreign Currency that is convertible into Dollars, make such conversion and (i) if permitted pursuant to applicable law, transfer such Dollars to the United States and distribute to Owners in its discretionaccordance with the first paragraph of this Section 4.05 or (ii) to the extent transfer of such Dollars to the United States is not permitted pursuant to applicable law, hold such Dollars as may not be transferred for the benefit of the Owners entitled thereto, and (b) as the non-convertible balance, if any, (i) make such conversion and distribution if requested in Dollars writing by an Owner, distribute or cause the Custodian to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) received by the Depositary or Custodian to Holders for whom this is lawful and practicablesuch Owner and, (ii) the Depositary shall hold or (iii) hold (or shall cause the Custodian to hold) such hold any amounts of nonconvertible Foreign Currency not distributed pursuant to the immediately preceding subclause (b)(i) uninvested and without liability for interest thereon) thereon for the respective accounts of the Holders Owners entitled to receive the same.
Appears in 4 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Gerdau S.A.), Deposit Agreement (Gerdau Sa)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the reasonable judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the this Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its reasonable discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the Foreign Currency so received can in the reasonable judgment of the Depositary can at such time Depositary, pursuant to applicable law, be converted on a practicable basisbasis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall convert or cause to be converted as promptly as practicable, by sale or in any other manner that it may determine in accordance with applicable law, such Foreign Currency into Dollars transferable to the United States and distributable such Dollars shall be distributed as promptly as practicable to the Holders entitled theretothereto or, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any rights, warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such rights, warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution or conversion may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of exchange restrictions, the date of delivery of any application Receipt or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of of, or filing a report to, any government or agency thereof, the Depositary shall have authority to shall, as promptly as practicable, file such application for such approval or license, or such report, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of reasonable judgment, pursuant to applicable law, any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of, or acceptance of any governmental authority report to, any government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the DepositaryDepositary is not obtainable; or if any such approval, license or acceptance is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicablereceived by the Depositary or Custodian to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders entitled to receive the same. If any such conversion of Foreign Currency, in whole or in part, cannot be effected for distribution to some of the Holders entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the Foreign Currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Holders entitled thereto.
Appears in 4 contracts
Samples: Third Amended and Restated Deposit Agreement (Kookmin Bank), Deposit Agreement (KB Financial Group Inc.), Second Amended and Restated Deposit Agreement (Kookmin Bank)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable and the resulting Dollars transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall shall, as promptly as practicable, convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of as promptly as practicable, to the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If Owners entitled thereto or, if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application Receipt or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary The Company will not be obligated to make any such a filingfilings. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the Depositary, Depositary is not obtainable at a reasonable cost without excessively burdensome or otherwise unreasonable efforts, or if any such approval or license is not obtained within a reasonable periodperiod as determined by the Depositary, or if there are foreign exchange controls in place that prohibit such conversion, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.
Appears in 4 contracts
Samples: Deposit Agreement (O2micro International LTD), Deposit Agreement (Linktone LTD), Deposit Agreement (Linktone LTD)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the reasonable judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the this Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its reasonable judgment that the conversion of any Foreign Currency and the transfer and the distribution of proceeds of such conversion received by the Depositary is not practicable practical or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, conversion transfer and distribution is denied or, in the reasonable opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 4 contracts
Samples: Deposit Agreement (TNT Post Group Nv), Deposit Agreement (TNT N.V./ADR), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the Foreign Currency so received can in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable and the resulting Dollars transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall convert or cause to be convertedconverted as promptly as practicable, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed as promptly as practicable to the Owners entitled thereto or, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application Receipt or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable pursuant to applicable law convertible in whole or lawfulin part into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the reasonable opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of Foreign Currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the Foreign Currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.
Appears in 4 contracts
Samples: Deposit Agreement (Arm Holdings PLC), Deposit Agreement (Arm Holdings PLC), Deposit Agreement (Arm Holdings PLC)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 3 contracts
Samples: Deposit Agreement (Elan Corp PLC), Deposit Agreement (Elan Corp PLC), Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyor hold foreign currency (i.e., a currency other than dollars), received by way of dividends or other distributions or as the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time the foreign currency so received or held can in the judgment of the Depositary can at such time be converted (at the official or other rate of exchange) on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, basis into Dollars transferable dollars available to the United States and distributable to the Holders entitled theretoDepositary in New York City, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollarsdollars, and such dollars shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of be distributed to the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If ADSs entitled thereto or, if the Depositary shall have distributed any warrants or other instruments that entitle which entitled the holders thereof to such Dollarsdollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders holders on account of any application of Japanese exchange restrictions or otherwise. Payments in dollars in respect of any ADSs will be made, subject to applicable laws and regulations, by check drawn on the Depositary. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filingappropriate hereunder. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary is not convertible on a practicable or lawfulbasis into dollars available to it in New York City, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency foreign currency received by the Depositary (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders of ADSs entitled thereto, or the Depositary may in its discretion hold such foreign currency proceeds for the respective accounts of such Holders and distribute to them appropriate warrants or other instruments evidencing their rights to receive such foreign currency. If any such conversion of foreign currency in whole or in part cannot be effected as aforesaid for distribution to some Holders of ADSs entitled thereto, the sameDepositary may in its discretion make such conversion and distribution in dollars to the extent permissible to the Holders of ADSs entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance for the account of and distribute appropriate warrants or other instruments evidencing the right to receive such foreign currency to, the persons who were Holders of ADSs entitled thereto with respect to whom such conversion could not then be effected.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Hitachi LTD)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, take one or more of the following actions: (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, ; (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, ; or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Light S.A.)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the reasonable judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall shall, reasonably promptly, convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirabledesirable (acting in good faith). In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not reasonably practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the good faith opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 3 contracts
Samples: Deposit Agreement (Qimonda AG), Deposit Agreement (Qimonda AG), Deposit Agreement (Qimonda AG)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable and the resulting Dollars transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall shall, as promptly as practicable, convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of as promptly as practicable, to the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If Owners entitled thereto or, if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application Receipt or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Silicon Motion Technology CORP), Deposit Agreement (Silicon Motion Technology CORP)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the reasonable judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, as promptly as practicable, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its reasonable discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 3 contracts
Samples: Deposit Agreement (Central Puerto S.A.), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders of ADSs entitled thereto, the Depositary shall as soon as practicable convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders of ADSs in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 3 contracts
Samples: Class a Deposit Agreement (Citibank,N.A./ADR), Class B Deposit Agreement (Citibank,N.A./ADR), Class a Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which in property or rights, and if at the judgment time of the Depositary can at such time receipt thereof the Foreign Currency so received can, pursuant to applicable law, be converted on a practicable basisreasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary or the Custodian shall convert or cause to be converted as promptly as practicable, by sale or in any other manner that it may determine in accordance with applicable law, such Foreign Currency into Dollars transferable to Dollars. If, at the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, time of conversion of such Foreign Currency into Dollars, and shall distribute such Dollars (net can, pursuant to applicable law, be transferred outside of any applicable feesBrazil for distribution to Owners entitled thereto, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of Dollars shall be distributed as promptly as practicable to the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If Owners entitled thereto or, if the Depositary shall have distributed any rights, warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such rights, warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution or conversion may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application Receipt or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09. If such conversion conversion, transfer or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file as promptly as practicable such application for approval or license, if any, license as it may deem considers desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the reasonable opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.
Appears in 3 contracts
Samples: Deposit Agreement (Contax Holding CO), Deposit Agreement (Contax Holding Co), Deposit Agreement (Contax Holding CO)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the this ADS Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 3 contracts
Samples: Ads Deposit Agreement (Citibank,N.A./ADR), Ads Deposit Agreement (Air France /Fi), Ads Deposit Agreement (Air France-KLM /Fi)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem reasonably necessary or desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 3 contracts
Samples: Deposit Agreement (Loma Negra Compania Industrial Argentina Sociedad Anonima), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Loma Negra Compania Industrial Argentina Sociedad Anonima)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the reasonable judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in connection with such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not reasonably practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary shall notify the Holders to that effect and may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (British American Tobacco p.l.c.), Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can in the reasonable judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable and the resulting Dollars transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall convert or cause to be converted, converted by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed as promptly as practicable to the Owners entitled thereto or, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application American Depositary Shares or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09 of the Deposit Agreement. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the reasonable opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Prima BioMed LTD), Deposit Agreement (Bank of New York / Adr Division)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement, subject, in each case, to any restrictions under Argentine laws or regulations or applicable permits issued by any Argentine governmental body. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirabledesirable after consultation with the Company, and no such conversion or distribution shall be made until such license or approval is received. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 3 contracts
Samples: Deposit Agreement (Petrobras Energia S.A.), Deposit Agreement (Petrobras Energ?a S.A.), Deposit Agreement (Petrobras Energia S.A.)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary can at such time be converted on a practicable basisbasis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall convert or cause to be converted, as promptly as practicable, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed to the Owners entitled thereto or, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application Receipt or otherwise and shall be net of exchange restrictions any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9. Owners and Beneficial Owners understand that in converting foreign currency, amounts received on conversion are calculated at a rate which exceeds four decimal places (the number of decimal places used by the Depositary to report distribution rates). The excess nominal amount may be retained by the Depositary as an additional cost of conversion, irrespective of any other fees and expenses payable or otherwiseowing hereunder and shall not be subject to escheatment. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may reasonably deem desirable. In no event, however, shall the Depositary be obligated to make such a filingdesirable or necessary. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary or the Custodian is not not, pursuant to applicable law, convertible on a practicable basis in whole or lawfulin part into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the reasonable opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Coca-Cola Hellenic Bottling Co Sa), Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable and the resulting Dollars transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall shall, as promptly as practicable, convert or cause to be converted, converted by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed to the Owners entitled thereto or, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application American Depositary Shares or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09 of the Deposit Agreement. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Hikma Pharmaceuticals PLC), Deposit Agreement (Hikma Pharmaceuticals PLC)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not reasonably practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, in consultation with the Company, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in consultation with the Company, notify the Holders to that effect and may, in its discretion, in consultation with the Company, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Teva Pharmaceutical Industries LTD), Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections Sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Abengoa Sa), Deposit Agreement (Abengoa Sa)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may reasonably determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any the fees and charges set forth in the Fee Schedule attached hereto as Exhibit B, and applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirementstaxes withheld) in accordance with the terms of the applicable sections of the Deposit Agreement. The Depositary and/or its agent (which may be a division, branch or Affiliate of the Depositary) or the Company and/or its agent (which may be a division, branch or Affiliate of the Company) may act as principal for any conversion of Foreign Currency. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the reasonable judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its reasonable discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 3 contracts
Samples: Common Shares Deposit Agreement (Citibank,N.A./ADR), Preferred Shares Deposit Agreement (Citibank,N.A./ADR), Common Shares Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall promptly convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Equatorial Energia S.A.)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the reasonable judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its reasonable judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the reasonable judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the this Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its reasonable judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the reasonable opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 2 contracts
Samples: Deposit Agreement (Brasil Telecom Holding Co), Deposit Agreement (Brasil Telecom Sa)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall promptly convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall promptly distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the this Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 2 contracts
Samples: Deposit Agreement (Telia Ab), Deposit Agreement (Teliasonera Ab)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable and the resulting Dollars transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall convert or cause to be convertedconverted as promptly as practicable, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed to the Owners entitled thereto or, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution or conversion may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application Receipt or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9 of the Deposit Agreement. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its reasonable judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto. 14.
Appears in 2 contracts
Samples: Deposit Agreement (Tractebel Energia S a/Fi), American Depositary Receipt (Tractebel Energia S a/Fi)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may reasonably determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any the fees and charges set forth in the Fee Schedule attached hereto as Exhibit B, and applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirementstaxes required to be withheld) in accordance with the terms of the applicable sections of the Deposit Agreement. The Depositary and/or its agent (which may be a division, branch or Affiliate of the Depositary) may act as principal for any conversion of Foreign Currency. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 2 contracts
Samples: Deposit Agreement (Vesta Real Estate Corporation, S.A.B. De C.V.), Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the reasonable judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may reasonably determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may reasonably determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its reasonable judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable and the resulting Dollars transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of as promptly as practicable, to the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If Owners entitled thereto or, if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application Receipt or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09 of the Deposit Agreement. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.
Appears in 2 contracts
Samples: Deposit Agreement (Roche Holding LTD), Deposit Agreement (Roche Holding LTD)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may reasonably determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any the fees and charges set forth in the Fee Schedule attached hereto as Exhibit C, and applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirementstaxes withheld) in accordance with the terms of the applicable sections of the Class C-1 Deposit Agreement. The Depositary and/or its agent (which may be a division, branch or Affiliate of the Depositary) may act as principal for any conversion of Foreign Currency. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its reasonable discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 2 contracts
Samples: Warrant Amendment Agreement (Gores Guggenheim, Inc.), Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary can at such time be converted on a practicable basisreasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall, as promptly as practicable, convert or cause to be converted by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed to the Owners entitled thereto or, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable reasonable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application American Depositary Shares or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to shall, without unreasonable delay, file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its reasonable discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Avianca Holdings S.A.)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall , as promptly as reasonably practicable, convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental government, agency or authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 2 contracts
Samples: Deposit Agreement (Delhaize Group), Deposit Agreement (Delhaize Group)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the this Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, lawful or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary shall notify the Holders to that effect and may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.practicable or
Appears in 2 contracts
Samples: Deposit Agreement (Unilever PLC), Deposit Agreement (Unilever PLC)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in xxxx.xx its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 2 contracts
Samples: Deposit Agreement, Deposit Agreement
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other cash distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights or otherwise (i.e., upon election of an exercising ADW Holder to "round down" any entitlement to purchase fractional Shares as contemplated in Section 4.6, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the this ADW Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 2 contracts
Samples: Adw Deposit Agreement (Air France /Fi), Adw Deposit Agreement (Air France /Fi)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary can at such time be converted on a practicable basisreasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall convert or cause to be converted, as promptly as practicable, by sale or in any other manner that it may reasonably determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed to the Owners entitled thereto or, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application American Depositary Shares or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file file, as promptly as practicable, such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto. The Depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under this Deposit Agreement and the rate that the Depositary or its affiliate receives when buying or selling foreign currency for its own account. The Depositary makes no representation that the exchange rate used or obtained in any currency conversion under this Deposit Agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to Owners, subject to the Depositary’s obligations under Section 5.03. The methodology used to determine exchange rates used in currency conversions is available upon request.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the reasonable judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not reasonably practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary shall notify the Holders to that effect and may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (British American Tobacco p.l.c.)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends as a Cash dividend or other distributions Other Distribution or as the net proceeds from the sale of Deposited Propertysecurities, which property or rights, which, in the judgment of the Depositary can at such time then be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable U.S. dollars and transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, U.S. dollars and shall distribute such Dollars transfer the resulting U.S. dollars (net of any applicable fees, any reasonable its charges and customary expenses incurred in effecting such conversion and any expenses incurred on behalf of conversion) to the United States. Such U.S. dollars shall be distributed as promptly as practicable to the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If entitled thereto or, if the Depositary shall have distributed any warrants or other instruments that entitle the holders thereof to such DollarsU.S. dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments or instruments, as applicable, upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority may, at the expense of the Holders (such costs to be deducted from the currency sought to be converted) file such application for approval or license, if any, as it may shall deem desirable. In no event, however, shall the Depositary be obligated to make such a filingpracticable. If at any time the Depositary shall determine that in its reasonable judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary is not practicable or lawfulconvertible on a reasonable basis into U.S. dollars transferable to the United States, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the Depositary, Depositary is not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretionsubject to applicable laws and regulations, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) either distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicableto, or (iii) hold (or cause the Custodian to hold) such Foreign Currency foreign currency (without liability for interest thereon) for the respective accounts of of, the Holders entitled to receive the same; provided, however, that if requested in writing by a Holder entitled thereto and permitted by applicable law, the Depositary may, in its discretion, distribute the foreign currency, as promptly as practicable.
Appears in 2 contracts
Samples: Deposit Agreement (Iberdrola, S.A.), Deposit Agreement (Iberdrola, S.A.)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary can at such time be converted on a practicable reasonable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and dollars distributable to the Holders entitled theretothereto and transferable to the United States, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollarsdollars, and shall distribute transfer such Dollars dollars (net of any applicable fees, any of its reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders Holder in complying with currency exchange control or other governmental requirements) in accordance with to the terms of the applicable sections of the Deposit Agreement. If Holders entitled thereto or, if the Depositary shall have distributed any warrants or other instruments that entitle the holders thereof to such Dollarsdollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereoninterest. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have discretion and authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its its, judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary is not practicable or lawfulconvertible on a reasonable basis into dollars distributable to the Holders entitled thereto and transferable to the United States, or if any approval or license of any governmental government or authority or agency thereof that is required for such conversion, conversion and/or transfer and distribution is denied or, or in the opinion of the Depositary, Depositary is not obtainable at a reasonable cost or within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicableto, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency foreign currency (without liability for interest thereon) for the respective accounts of of, the Holders entitled to receive the same. If any such conversion of foreign currency, in whole or in part, is not practicable for distribution to certain Holders entitled thereto, the Depositary may in its discretion make such conversion and distribution in dollars to the extent practicable to the Holders entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance (without liability for interest thereon) for the account of, the Holders for whom such conversion and distribution is not practicable.
Appears in 2 contracts
Samples: Deposit Agreement (WPP Group PLC), Deposit Agreement (WPP Group PLC)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Acorn International, Inc.)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends as a Cash dividend or other distributions Other Distribution or as the net proceeds from the sale of Deposited Propertysecurities, which property or rights, which, in the judgment of the Depositary can at such time then be converted on a practicable basisreasonable basis into U.S. dollars which can, by sale or in any other manner that it may determine in accordance with applicable lawat the time of receipt thereof, into Dollars transferable be transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall shall, as promptly as practicable, convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, U.S. dollars and shall distribute such Dollars transfer the resulting U.S. dollars (net of any applicable fees, any reasonable its charges and customary expenses incurred in effecting such conversion and any expenses incurred on behalf of conversion) to the United States. Such U.S. dollars shall be distributed as promptly as practicable to the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If entitled thereto or, if the Depositary shall have distributed any warrants or other instruments that entitle the holders thereof to such DollarsU.S. dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments or instruments, as applicable, upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, including without limitation, Central Bank registration, the Depositary shall have authority shall, at the written request of the Company, unless prohibited pursuant to applicable law or otherwise impracticable in the reasonable opinion of the Depositary, file such application for approval or license, if any, as it may shall deem desirable. In no eventpracticable; provided, however, shall however that the Depositary shall be obligated entitled to rely upon Brazilian local counsel in such matters, which counsel shall be instructed to act as promptly as possible. The Company shall not be obliged to make any such a filingfiling on behalf of the Depositary. If at any time the Depositary shall determine that in its reasonable judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary is not practicable or lawfulconvertible on a reasonable basis into U.S. dollars transferable to the United States, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the Depositary, Depositary is not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretionsubject to applicable laws and regulations, (i) make such conversion and distribution in Dollars to after consultation with the Holders for whom such conversionCompany, transfer and distribution is lawful and practicable, (ii) either distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicableto, or (iii) hold (or cause the Custodian to hold) such Foreign Currency foreign currency (without liability for interest thereon) for the respective accounts of of, the Holders entitled to receive the same; provided, however, that if requested in writing by a Holder entitled thereto, the Depositary may, in its discretion, distribute the foreign currency, as promptly as practicable. If any such conversion of foreign currency, in whole or in part, can be effected for distribution to some but not all of the Holders entitled thereto, the Depositary shall make such conversion and distribution in U.S. dollars to the extent permissible to the Holders entitled thereto and may either so distribute or hold such balance (without liability for interest thereon) for the respective accounts of, the Holders entitled thereto for whom such conversion and distribution is not practicable; provided, however, that if requested in writing by a Holder entitled thereto and permitted by applicable law, the Depositary may, in its discretion, distribute the foreign currency, as promptly as practicable.
Appears in 2 contracts
Samples: Deposit Agreement (Empresa Brasileira De Aeronautica S.A.), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be convertedconverted (at the prevailing market rate), by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the this Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable practical or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 2 contracts
Samples: Deposit Agreement (Orix Corp), Deposit Agreement (Orix Corp)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable to the United States and dollars distributable to the Holders entitled theretothereto and the resulting dollars transferred to the United States, the Depositary shall promptly convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollarsdollars, and shall distribute such Dollars dollars (net of any applicable fees, less any reasonable and customary expenses incurred by the Depositary in such the conversion of the foreign currency and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with shall be promptly distributed to the terms of the applicable sections of the Deposit Agreement. If Holders entitled thereto or, if the Depositary shall have distributed any warrants or other instruments that entitle the holders holder thereof to such Dollarsdollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellationin accordance with the terms thereof, in either case without liability for interest thereoninterest. Such distribution may shall be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have discretion and authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary is not practicable or lawfulconvertible on a reasonable basis into dollars distributable to Holders entitled thereto and transferable to the United States, or if any approval or license of any governmental government or authority or agency thereof that is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the Depositary, Depositary is not obtainable at a reasonable cost cost, or within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency foreign currency (without liability for interest thereon) for the respective accounts of of, the Holders entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some Holders entitled thereto, the Depositary may in its discretion make such conversion and distribution in dollars to the extent permissible to the Holders for whom such conversion and distribution is practicable and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance (without liability for interest) for the account of, the Holders for whom such conversion and distribution is not practicable.
Appears in 2 contracts
Samples: Deposit Agreement (Rossi Residencial S a /Fi), Deposit Agreement (Rossi Residencial S a /Fi)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may reasonably determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any the fees and charges set forth in the Fee Schedule attached hereto as Exhibit C, and applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirementstaxes withheld) in accordance with the terms of the applicable sections of the Class C-2 Deposit Agreement. The Depositary and/or its agent (which may be a division, branch or Affiliate of the Depositary) may act as principal for any conversion of Foreign Currency. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its reasonable discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 2 contracts
Samples: Warrant Amendment Agreement (Gores Guggenheim, Inc.), Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which in property or rights, and if at the judgment time of the Depositary can at such time receipt thereof the Foreign Currency so received can, pursuant to applicable law, be converted on a practicable basisreasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary or the Custodian shall convert or cause to be converted as promptly as practicable, by sale or in any other manner that it may determine in accordance with applicable law, such Foreign Currency into Dollars transferable to Dollars. If, at the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, time of conversion of such Foreign Currency into Dollars, and shall distribute such Dollars (net can, pursuant to applicable law, be transferred outside of any applicable feesBrazil for distribution to Owners entitled thereto, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of Dollars shall be distributed as promptly as practicable to the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If Owners entitled thereto or, if the Depositary shall have distributed any rights, warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such rights, warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution or conversion may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application Receipt or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09. If such conversion conversion, transfer or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file as promptly as practicable such application for approval or license, if any, as it may deem desirable. In no event, ; however, shall the Depositary shall be obligated entitled to make rely upon Brazilian local counsel in such a filingmatters, which counsel shall be instructed to act as promptly as possible. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary or the Custodian is not practicable not, pursuant to applicable law, convertible, in whole or lawfulin part, into Dollars, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the Depositary, Depositary cannot obtainable at a reasonable cost or within a reasonable periodbe promptly obtained, the Depositary mayshall, (a) as to that portion of the Foreign Currency that is convertible into Dollars, make such conversion and, if permitted by applicable law, transfer such Dollars to the United States for distribution to Owners in its discretionaccordance with the first paragraph of this Section 4.05 or, if such transfer is not so permitted, hold such Dollars uninvested and without liability for interest thereon for the respective accounts of the Owners entitled to receive the same, and (b) as to the nonconvertible balance, if any, (i) make such conversion and distribution if requested in Dollars writing by an Owner, distribute or cause the Custodian to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) received by the Depositary or Custodian to Holders for whom this is lawful such Owner and practicable, (ii) the Depositary shall hold or (iii) hold (or shall cause the Custodian to hold) such hold any amounts of nonconvertible Foreign Currency not distributed pursuant to the immediate preceding subclause (i) uninvested and without liability for interest thereon) thereon for the respective accounts of the Holders Owners entitled to receive the same.
Appears in 2 contracts
Samples: Deposit Agreement (Telemar Participacoes S.A.), Deposit Agreement (Telemar Participacoes S.A.)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable and the resulting Dollars transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall shall, as soon as practicable, convert or cause to be converted, converted by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed to the Owners entitled thereto or, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application American Depositary Shares or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09 of the Deposit Agreement. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Property, which in the reasonable judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall shall, as soon as reasonably practicable, convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its reasonable discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Conversion of Foreign Currency. Whenever Subject to any restrictions imposed by the laws of Turkey, regulations or applicable permits issued by any governmental body in Turkey, if any, which is then performing the function of the regulation of currency exchange, whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or Deposited Securities or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the Foreign Currency so received can in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable and the resulting Dollars (net of reasonable and customary expenses incurred by the Depositary in conversion of the Foreign Currency) transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall convert or cause to be convertedconverted as promptly, as practicable, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed to the Owners entitled thereto or, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments instruments, as applicable, upon surrender thereof for cancellation, cancellation in either case without liability for interest thereonwhole or in part depending upon the terms of such warrants or other instruments. Such distribution shall be made in proportion to the number of American Depositary Shares representing Deposited Securities evidenced by Receipts held respectively by such Owners entitling them to such Dollars and may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application Receipt or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of Foreign Currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the Foreign Currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.
Appears in 2 contracts
Samples: Deposit Agreement (Turkiye Garanti Bankasi a S /Fi), Deposit Agreement (Bank of New York / Adr Division)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable and the resulting Dollars transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall as promptly as practicable convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed to the Owners entitled thereto or, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application Receipt or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9 of the Deposit Agreement. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.
Appears in 2 contracts
Samples: Deposit Agreement (Mexican Economic Development Inc), Deposit Agreement (Mexican Economic Development Inc)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the reasonable judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall shall, as soon as reasonably practicable, convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Gaz De France)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary can at such time be converted on a practicable basisreasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall convert or cause to be converted, as promptly as practicable, by sale or in any other manner that it may reasonably determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed to the Owners entitled thereto or, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application American Depositary Shares or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file file, as promptly as practicable, such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Sequans Communications)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the Foreign Currency so received can in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable and the resulting Dollars transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed to the Owners entitled thereto or, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application Receipt or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event.; provided, however, shall that if such application involves or is made on behalf of the Issuer, the Depositary be obligated shall provide the Issuer a reasonable opportunity to make review and comment on such a filingapplication before it is filed. If at any time the Depositary shall determine following Consultation with the Issuer, that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of Foreign Currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the Foreign Currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto. The Depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under this Deposit Agreement and the rate that the Depositary or its affiliate receives when buying or selling Foreign Currency for its own account. The Depositary makes no representation that the exchange rate used or obtained in any currency conversion under this Deposit Agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to Owners, subject to the Depositary’s obligations under Section 5.3. The methodology used to determine exchange rates used in currency conversions is available upon request.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the reasonable judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall promptly convert or cause to be converted, by sale or in any other manner that it may reasonably determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary out-of-pocket expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the this Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall promptly distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to promptly file such application for approval or license, if any, as it may deem is necessary and desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its reasonable judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable practical or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its reasonable discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 2 contracts
Samples: Deposit Agreement (Abb LTD), Deposit Agreement (Abb LTD)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends as a cash dividend or other distributions distribution or as the net proceeds from the sale of Deposited Propertysecurities, which property or rights, which, in the judgment of the Depositary Depositary, can at such time then be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable U.S. dollars which can then be transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, U.S. dollars and shall distribute transfer the resulting U.S. dollars (after deduction of its customary charges and expenses in effecting such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of conversion) to the United States. Such U.S. dollars shall be distributed to the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If entitled thereto or, if the Depositary shall have distributed any warrants or other instruments that entitle the holders thereof to such DollarsU.S. dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments or instruments, as applicable, upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of or notification to any government or agency thereof, the Depositary shall have authority to file such application for approval or licenselicense or give such notice, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary is not practicable or lawfulconvertible on a reasonable basis into U.S. dollars transferable to the United States, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the Depositary, Depositary is not obtainable at a reasonable cost or within a reasonable period, the Depositary mayshall, in its discretiondiscretion but subject to applicable laws and regulations, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) either distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicableto, or (iii) hold (or cause the Custodian to hold) such Foreign Currency (foreign currency, without liability for interest thereon) , for the respective accounts of of, the Holders entitled to receive the same. If any such conversion of foreign currency, in whole or in part, can be effected for distribution to some but not all of the Holders entitled thereto, the Depositary may in its discretion make such conversion and distribution in U.S. dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance for the respective accounts of, the Holders entitled thereto for whom such conversion and distribution is not practicable.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Repsol Ypf Sa)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can, pursuant to applicable law, in the reasonable judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable and the resulting Dollars transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall shall, promptly, convert or cause to be converted, by sale or in any other manner that it may reasonably determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed to the Owners entitled thereto or, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application Receipt or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9 of the Deposit Agreement. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment reasonable judgment, after Consultation with the conversion of Company, any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the reasonable opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency non-convertible portion of such foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its reasonable discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the samesame and shall give notice thereof to such Owners. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may, and upon request of the Company shall, in its reasonable discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto who shall receive notice from the Depositary with respect to such holding of foreign currency.
Appears in 2 contracts
Samples: Deposit Agreement (Scor Holding (Switzerland) LTD), Deposit Agreement (Zurich Financial Services/ /Fi)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable and the resulting Dollars transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall shall, as promptly as practicable, convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of as promptly as practicable, to the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If Owners entitled thereto or, if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application Receipt or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.
Appears in 2 contracts
Samples: Deposit Agreement (Crucell Nv), Deposit Agreement (Van Der Moolen Holding Nv)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable and the resulting Dollars transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed to the Owners entitled thereto or, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders Benefical Owners thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders Benefical Owners of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application Receipt or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.9 of the Deposit Agreement. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.
Appears in 2 contracts
Samples: Deposit Agreement (Afrikander Lease Limited /Fi), Deposit Agreement (Bank of New York / Adr Division)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can in the reasonable judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars transferable and the resulting Dollars transferred to the United States and distributable to the Holders entitled theretoStates, the Depositary shall convert or cause to be converted, converted by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed without unreasonable delay to the Owners entitled thereto or, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application American Depositary Shares or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09 of the Deposit Agreement. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the reasonable opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same.. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the remaining Owners entitled thereto. The Depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the Deposit Agreement and the rate that the Depositary or its affiliate receives when buying or selling foreign currency for its own account. The Depositary makes no representation that the exchange rate used or obtained in any currency conversion under the Deposit Agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to Owners, subject to the Depositary’s obligations under Section 5.03 of that Agreement. The methodology used to determine exchange rates used in currency conversions is available upon request
Appears in 2 contracts
Samples: Deposit Agreement (Takeda Pharmaceutical Co LTD), Deposit Agreement (Bank of New York / Adr Division)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, which property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary can at such time be converted on a practicable basisreasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary shall, as promptly as practicable, convert or cause to be converted by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollars, and shall distribute such Dollars (net of any applicable feesshall be distributed as promptly as practicable to the Owners entitled thereto or, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If if the Depositary shall have distributed any warrants or other instruments that which entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders Owners on account of exchange restrictions, the date of delivery of any application American Depositary Shares or otherwise and shall be net of exchange restrictions or otherwiseany expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.09. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary or the Custodian is not practicable or lawfulconvertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any governmental authority government or agency thereof that which is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the DepositaryDepositary is not obtainable, or if any such approval or license is not obtainable at a reasonable cost or obtained within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicablereceived by the Depositary to, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency (foreign currency uninvested and without liability for interest thereon) thereon for the respective accounts of of, the Holders Owners entitled to receive the same. If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in Dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.
Appears in 2 contracts
Samples: Deposit Agreement (Merrion Pharmaceuticals LTD), Deposit Agreement (Merrion Pharmaceuticals LTD)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the reasonable judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall shall, as promptly as practicable, convert or cause to be converted, by sale or in any other manner that it may reasonably determine, such Foreign Currency into Dollars, and shall shall, as promptly as practicable, distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) to the Holders in accordance with the terms of the applicable sections of the this Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to promptly file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filingreasonably practical. If at any time the Depositary shall determine that in its reasonable judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable reasonably practical or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the reasonable opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary mayshall, in its discretionupon consultation with the Company, (i) as promptly as practicable make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) as promptly as practicable distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this such distribution is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 2 contracts
Samples: Deposit Agreement (Chartered Semiconductor Manufacturing LTD), Deposit Agreement (Chartered Semiconductor Manufacturing LTD)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the reasonable judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall shall, as soon as reasonably practicable, convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute as soon as reasonably practicable such Dollars (net of any applicable feesfees (as provided in Section 5.9 of this Deposit Agreement), any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the this Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirabledesirable acting in good faith. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not reasonably practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 2 contracts
Samples: Deposit Agreement (China Netcom Group CORP (Hong Kong) LTD), Deposit Agreement (China Netcom Group CORP (Hong Kong) LTD)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary such Foreign Currency can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the this Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its sole discretion, take one or more of the following actions: (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, ; (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this such distribution is lawful and practicable, ; or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Energy Co of Minas Gerais)
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currencyforeign currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, reasonable basis into Dollars dollars and transferable to the United States and distributable to the Holders entitled theretoStates, the Depositary shall as promptly as practicable convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency foreign currency into Dollarsdollars, and shall distribute transfer as promptly as practicable such Dollars dollars (net of any applicable fees, any of its reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders Holder in complying with currency exchange control or other governmental requirements) in accordance with to the terms of the applicable sections of the Deposit Agreement. If Holders entitled thereto or, if the Depositary shall have distributed any warrants or other instruments that entitle the holders thereof to such Dollarsdollars, the Depositary shall distribute such Dollars then to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall shall, using its reasonable judgment, have discretion and authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, however shall the Depositary be obligated to make any such a filingfilings. If at any time the Depositary shall determine that in its judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion foreign currency received by the Depositary is not practicable or lawfulconvertible on a reasonable basis into dollars transferable to the United States, or if any approval or license of any governmental government or authority or agency thereof that is required for such conversion, transfer and distribution conversion is denied or, or in the opinion of the Depositary, Depositary is not obtainable at a reasonable cost or within a reasonable periodperiod as determined by the Depositary, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) may distribute the Foreign Currency foreign currency (or an appropriate document evidencing the right to receive such Foreign Currencyforeign currency) to Holders for whom this is lawful and practicableto, or (iii) in its discretion may hold (or cause the Custodian to hold) such Foreign Currency foreign currency (without liability for interest thereon) for the respective accounts of of, the Holders entitled to receive the same. If any such conversion of foreign currency, in whole or in part, is not practicable for distribution to certain Holders entitled thereto, the Depositary may in its discretion make such conversion and distribution in dollars to the extent practicable to the Holders entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance (without liability for interest thereon) for the account of, the Holders for whom such conversion and distribution is not practicable.
Appears in 1 contract
Conversion of Foreign Currency. Whenever the Depositary or the Custodian shall receive Foreign Currency, by way of dividends or other distributions or the net proceeds from the sale of Deposited Propertysecurities, property or rights, which in the judgment of the Depositary can at such time be converted on a practicable basis, by sale or in any other manner that it may determine in accordance with applicable law, into Dollars transferable to the United States and distributable to the Holders entitled thereto, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and shall distribute such Dollars (net of any applicable fees, any reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Holders in complying with currency exchange control or other governmental requirements) in accordance with the terms of the applicable sections of the Deposit Agreement. If the Depositary shall have distributed warrants or other instruments that entitle the holders thereof to such Dollars, the Depositary shall distribute such Dollars to the holders of such warrants and/or instruments upon surrender thereof for cancellation, in either case without liability for interest thereon. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. If such conversion or distribution generally or with regard to a particular Holder can be effected only with the approval or license of any government or agency thereof, the Depositary shall have authority to file such application for approval or license, if any, as it may deem desirable. In no event, however, shall the Depositary be obligated to make such a filing. If at any time the Depositary shall determine that in its reasonable judgment the conversion of any Foreign Currency and the transfer and distribution of proceeds of such conversion received by the Depositary is not practicable or lawful, or if any approval or license of any governmental authority or agency thereof that is required for such conversion, transfer and distribution is denied or, in the opinion of the Depositary, not obtainable at a reasonable cost or within a reasonable period, the Depositary may, in its discretion, (i) make such conversion and distribution in Dollars to the Holders for whom such conversion, transfer and distribution is lawful and practicable, (ii) distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) to Holders for whom this is lawful and practicable, practicable or (iii) hold (or cause the Custodian to hold) such Foreign Currency (without liability for interest thereon) for the respective accounts of the Holders entitled to receive the same.
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