Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 30 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may reasonably be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth Cayman Islands or the People’s Republic of Australia, if any, China which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 14 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Tongjitang Chinese Medicines Co), Deposit Agreement (Noah Education Holdings Ltd.)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, United Kingdom which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 10 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution ’s articles of association or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution ’s articles of association or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 10 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth Republic of Australia, if any, South Africa which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 8 contracts
Samples: Deposit Agreement (Harmony Gold Mining Co LTD), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Western Areas LTD /Fi)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth Republic of AustraliaSouth Africa, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 8 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may reasonably be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary reasonably requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval approval, exemption or derogation has been granted by any governmental body in the Commonwealth of Australia, if any, which each applicable jurisdiction that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. The Depositary and the Custodian shall refuse to accept Shares for deposit if the Depositary has received a notice from the Company that the Company has restricted transfer of those Shares under the Company’s Articles of Association or any applicable laws or that the deposit would result in any violation of the Company’s Articles of Association or any applicable laws. The Company shall notify the Depositary in writing with respect to any restrictions on transfer of its Shares for deposit under this Deposit Agreement. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares or receive Shares by way of Share registration with the Transfer Agent and Registrar to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 6 contracts
Samples: Deposit Agreement (Ascendis Pharma a/S), Deposit Agreement (Ascendis Pharma a/S), Deposit Agreement (Forward Pharma a/S)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by (i) electronic transfer of Shares through Indeval to the account of the Custodian maintained for such purposes, or (ii) delivery thereof to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, in any Custodian hereunder, case accompanied by delivery to the Custodian of any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications certifications, payments and evidence of such payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, order the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company (or the Foreign Registrar, if applicable, appointed agent of the Company for transfer and registration of Shares) are closed, shall also be accompanied by (i) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, dividend or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded registered may thereafter receive upon or in respect of such deposited Shares, or or, in lieu thereof, such agreement of indemnity or other agreement agreements as shall be satisfactory to the Depositary, and (ii) if the Shares are registered in the name of the person on whose behalf they are deposited, a proxy or proxies entitling the Custodian to vote such deposited Shares for any and all purposes until the Shares are registered in the name of the Custodian or its nominee. At the request, risk and expense of any person proposing to deposit Shares or evidence holder of rights to receive Shares, and for the account of such personholder, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that Shares have been electronically transferred or that irrevocable instruments instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other instruments documents and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Shares to the Custodian for deposit hereunder. Upon each delivery electronic transfer to a the Custodian of Shares to be deposited hereunder, or delivery to the Custodian of irrevocable instructions therefor, together in either case with the other documents and payments specified aboveherein specified, if any, such the Custodian shall, as soon as practicable, obtain confirmation of registration of, or registration of transfer and recordation can be accomplishedof, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee, at the cost and expense of the holder making such deposit. Deposited Securities shall be held by the Depositary Depositary, or by a the Custodian for the account and to the order of the Depositary or Depositary, at such other place or places as the Depositary shall determine.
Appears in 6 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (America Movil Sa De Cv/)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, United Kingdom which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 6 contracts
Samples: Deposit Agreement (Wolseley PLC), Deposit Agreement (Phynova Group PLC), Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by any person (including the Depositary in its individual capacity) by delivery thereof to any Custodian hereunderthe Custodian, accompanied by any appropriate instrument or instruments of transfer or instructions for transfer, or endorsement, endorsement in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, and together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share Shares shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any the governmental body in the Commonwealth of AustraliaUnited Kingdom, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company (or the Foreign appointed agent of the Company for transfer and registration of Shares, which may but need not be the Share Registrar, if applicable, ) are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property property, which any person in whose name the Shares are or have been recorded registered may thereafter receive upon or in respect of such deposited Deposited Shares, or in lieu thereof, thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. The Depositary may also require that any Shares deposited be registered in the name of the Custodian or such other name as the Depositary and the Company shall require. At the request, risk and expense of any person proposing to deposit Shares or evidence Holder of rights to receive Shares, and for the account of such personHolder, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments documents and payments herein specifiedrequired under this Deposit Agreement, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a the Custodian of evidence of rights to receive Shares or of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified aboveherein specified, if any, the Custodian shall execute such Custodian shall, documents in such manner as soon as transfer shall be necessary and recordation can be accomplished, present such documents evidence of title rights or other instruments evidencing title as may be required under the Company's constitution certificate or similar document or applicable law or regulation certificates to the Company (or the Foreign Registrar, if applicable, appointed agent of the Company for transfer and recordation registration of Shares, which may but need not be the Share Registrar) for registration of, or registration of transfer of, the Shares being deposited in the name of the Depositary by the Holder or its nominee or such nominees, or the Custodian or its nomineenominee or nominees at the cost and expense of the Holder making such deposit. Deposited Securities Shares shall be held by the Depositary or by a the Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 6 contracts
Samples: Deposit Agreement (Mitchells & Butlers PLC), Deposit Agreement (Mitchells & Butlers PLC), Deposit Agreement (Intercontinental Hotels Group PLC)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications and payments as may be required from the individual depositing the underlying Shares or any governmental agency, stock exchange, etc. by the Depositary or the such Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of the United Kingdom and any necessary approval has been granted by any governmental body in the Commonwealth of AustraliaUnited Kingdom, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 5 contracts
Samples: Deposit Agreement (Smith & Nephew PLC), Deposit Agreement (Smith & Nephew PLC), Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, England which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 5 contracts
Samples: Deposit Agreement (United Utilities Group PLC), Deposit Agreement (United Utilities PLC), Deposit Agreement (United Utilities PLC)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such depositdeposited Shares. In addition, subject to the terms of Section 5.7, the Depositary and any Custodian may accept Shares for deposit from or on behalf of the Issuer or an affiliate of the Issuer, in the case of any distribution of Shares pursuant to Section 4.2, 4.3 or 4.8 of this Deposit Agreement, in each case when such deposit is made by delivery of those Shares to such Custodian. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary Depositary, if any is required by the Depositary, that all conditions to such deposit have been satisfied by the person depositing such Shares under South African laws and regulations, and that any necessary approval has been granted by any governmental body in the Commonwealth Republic of Australia, if anySouth Africa, which is then performing the function of the regulation of currency exchangeexchange or any other function which requires approval for the deposit of Shares. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary, and if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to vote such deposited Shares for any and all purposes until the Shares are registered in the name of the Depositary or its nominee or the Custodian or its nominee. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or or, with the prior written consent of the Issuer, at such other place or places as the Depositary shall determine.
Appears in 5 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Naspers LTD), Deposit Agreement (Naspers LTD)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights the right to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, England and Wales which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 5 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (National Grid PLC)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by delivery thereof to any the Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form reasonably satisfactory to the such Custodian, together with all such certifications and payments as may be required from the individual depositing the underlying Shares or any governmental agency, stock exchange, etc., by the Depositary or the such Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under Brazilian laws and regulations and any necessary approval has been granted by any governmental body in the Commonwealth of AustraliaBrazil, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the a Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates or evidence of ownership of title to Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Shares to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates or evidence of ownership and title to Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents certificate or certificates or evidence of ownership and title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company Issuer or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a the Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. If any Deposited Securities are represented by Restricted Receipts, such Deposited Securities shall at all times be segregated from all other Deposited Securities (whether restricted or not).
Appears in 5 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Banco Itau Holding Financeira S A)
Deposit of Shares. (a) Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof inscription in the name of the Depositary in a share account maintained by the Company or its agent in the case of Shares in registered form or in an account maintained by the Custodian in the case of Shares in bearer form, pursuant to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, transfer in a form satisfactory to the Company or its agent or the Custodian, as the case may be, together with all such certifications and payments as may be required by the Depositary Depositary, the Custodian or the Custodian Company in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such depositthe number of Shares so deposited. No Share Shares shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any the governmental body in the Commonwealth The Republic of Australia, if any, France which is or are then performing the function of the regulation of regulating currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or its agent for the Foreign Registrarregistration and transfer of Shares, if applicableany, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive documents with respect to the Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of documents with respect to the Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplishedpracticable, present such documents evidence of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation ownership to the Company or its agent for the Foreign Registrarregistration and transfer of Shares, if applicableany, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nomineenominee at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. The Company or its agent for registration and transfer of Shares in the case of Shares in registered form, or the Custodian in the case of Shares in bearer form, will, upon request by the Depositary, issue or cause to be issued written confirmations as to holdings of Shares, it being agreed and understood that such confirmations do not constitute documents of title.
(b) Copies of the instruments with respect to Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 4 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Scor), Deposit Agreement (Scor)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by (i) transfer of Shares through Indeval to the account of the Custodian maintained for such purposes, or (ii) delivery thereof to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, in any Custodian hereunder, case accompanied by delivery to the Custodian of any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications certifications, payments and evidence of such payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, andand together, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for the number of American Depositary Shares representing such depositdeposited Shares. No Share shall be accepted for The Depositary reserves the right to reject the deposit unless accompanied by evidence satisfactory to of any Shares where the Depositary that any necessary approval has been granted by any governmental body currency regulations of Mexico then in the Commonwealth of Australiaeffect, if any, which is then performing require the function approval of a local regulator or other governmental body and evidence of such approval (in a form satisfactory to the regulation of currency exchangeDepositary) does not accompany such Shares. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Receipt Registrar, if applicable, are closed, shall also be accompanied by (i) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividenddividend in respect of such Shares, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded registered may thereafter receive upon or in respect of such deposited Shares, or or, in lieu thereof, such agreement of indemnity or other agreement as agreements shall be satisfactory to the Depositary, and (ii) if the Shares are registered in the name of the person on whose behalf they are deposited, a proxy or proxies entitling the Custodian to vote such deposited Shares for any and all purposes until the Shares are registered in the name of the Custodian or its nominee. At the request, risk and expense of any person proposing to deposit Shares or evidence holder of rights to receive Shares, and for the account of such personholder, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that Shares have been transferred or that irrevocable instruments instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other instruments documents and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Shares to the Custodian for deposit hereunder. Upon each delivery transfer to a the Custodian of Shares to be deposited hereunder, or delivery to the Custodian of irrevocable instructions therefor, together in either case with the other documents and payments specified aboveherein specified, if any, such the Custodian shall, as soon as practicable, obtain confirmation of registration of, or registration of transfer and recordation can be accomplishedof, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee, at the cost and expense of the holder making such deposit. Deposited Securities shall be held by the Depositary Depositary, or by a the Custodian for the account and to the order of the Depositary or Depositary, at such other place or places as the Depositary shall determine. The Depositary will not deliver Shares, except upon the receipt and cancellation of Receipts or in a surrender to the Company in a transaction covered by Section 4.08.
Appears in 4 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form reasonably satisfactory to the such Custodian, together with all such certifications and payments as may be required from the individual depositing the underlying Shares or any governmental agency, stock exchange, etc., by the Depositary or the such Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under Brazilian laws and regulations and any necessary approval has been granted by any governmental body in the Commonwealth of AustraliaBrazil, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the a Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates or evidence of ownership of title to Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Shares to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates or evidence of ownership and title to Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents certificate or certificates or evidence of ownership and title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company Issuer or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. If any Deposited Securities are represented by Restricted Receipts, such Deposited Securities shall at all times be segregated from all other Deposited Securities (whether restricted or not).
Appears in 4 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Gerdau S.A.), Deposit Agreement (Gerdau S.A.)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, Agreement and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any the governmental body in the Commonwealth of AustraliaJapan, if any, which is then performing the function of the regulation of currency exchange. If exchange if required by the Depositary, . Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer (or the Foreign Registrar, if applicable, appointed agent of the Issuer for transfer and registration of Shares) are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Subject to the terms and conditions of this Deposit Agreement, Shares may also be deposited hereunder in connection with the delivery of Receipts to represent distributions under Section 4.03 or upon exercise of the rights to subscribe referred to in Section 4.04; provided, however, that in such event if by operation of applicable provisions of the Japanese Commercial Code or any other Japanese law no certificate for any number of Shares issued upon such distribution or upon such exercise is issuable, such number of Shares which would form a part of the Deposited Securities in respect of the Receipts to be delivered pursuant to Section 4.03 or 4.04 shall be deemed to be deposited hereunder without delivery of such certificate to the Custodian if such Shares are registered in the name of the Depositary or its nominee or the Custodian or its nominee on the books of the Issuer at the time of the issue of such Shares. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company Issuer (or the Foreign Registrar, if applicableappointed agent of the Issuer for transfer and registration of Shares), for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 3 contracts
Samples: Deposit Agreement (Mitsubishi Ufj Financial Group Inc), Deposit Agreement (Mitsubishi Ufj Financial Group Inc), Deposit Agreement (Mitsubishi Tokyo Financial Group Inc)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's ’s constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's ’s constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 3 contracts
Samples: Deposit Agreement (Benitec Biopharma LTD/ADR), Deposit Agreement (Sundance Energy Australia LTD), Deposit Agreement (Sundance Energy Australia LTD)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution articles of association or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution articles of association or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof delivering them to any the Depositary by inscription in the name of the Depositary in a share account maintained by the Company or the Foreign Registrar, if applicable, in the case of Shares in registered form or in an account maintained by the Custodian hereunderin the case of Shares in bearer form, accompanied by any pursuant to appropriate instruments or instructions for transfer, or endorsement, transfer in a form satisfactory to the Company or the Foreign Registrar, as applicable, or the Custodian, as the case may be, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit. The Company or the Foreign Registrar, as applicable, in the case of Shares in registered from, or the Custodian in the case of Shares in bearer form, will, upon the request of the Depositary, issue or cause to be issued written confirmations as to holdings of Shares, it being agreed and understood that such confirmations do not constitute documents of title. No Share shall be accepted for deposit unless accompanied by evidence (which may be an opinion of counsel) reasonably satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which France that is then performing the function of the regulation of currency exchange. If required by the Depositary, and if applicable, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Thomson), Deposit Agreement (Thomson)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which each applicable jurisdiction that is then performing the function of the regulation of currency exchange. exchange If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. The Depositary and the Custodian may refuse to accept Shares for deposit whenever notified that the Company has restricted transfer of such Shares to comply with any ownership restrictions under the articles of association or similar document of the Company or any applicable law or that the deposit would result in any violation of the articles of association or similar document of the Company or any applicable law. The Company shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its Shares for deposit hereunder or transfer of American Depositary Shares to any Owner. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 2 contracts
Samples: Deposit Agreement (Medigus Ltd.), Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. (a) Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited under this Deposit Agreement by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with and all such certifications certifications, documents, other information (including, with respect to any applicable stamp taxes, evidence satisfactory to the Depositary that any such amounts have been fully paid) and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order (1) directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for the number of American Depositary Shares representing such depositdeposited Shares. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that all conditions to such deposit have been satisfied by the person depositing such Shares under English laws and regulations and any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if anyEngland, which is then performing the function of the regulation of currency exchangeexchange or any other function which requires approval for the deposit of Shares. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the appointed agent of the Company for transfer and registration of Shares, which may but need not be the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. .
(b) The Depositary agrees to instruct the Custodian to place all Shares accepted for deposit under this Deposit Agreement into segregated accounts separate from any Shares of the Company that may be held by such Custodian under any other depositary receipt facility relating to the Shares.
(c) Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 2 contracts
Samples: Deposit Agreement (Spark Networks PLC), Deposit Agreement (Spark Networks PLC)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, England and Wales which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 2 contracts
Samples: Deposit Agreement (Gene Medix PLC), Deposit Agreement (Phytopharm PLC)
Deposit of Shares. Subject to the terms and conditions of this Deposit AgreementAgreement and any applicable laws and regulations of Korea, the Depositary shall cause the Custodian to accept Shares for deposit from or evidence on behalf of rights any person (in the case of the Company or any of its Affiliates, subject to receive Section 5.09 hereof) when such deposit is made by (i) physical delivery of Shares may be deposited by delivery thereof to any Custodian hereunderthe Custodian, accompanied by any appropriate instrument or instruments or instructions for transfer, of transfer or endorsement, in form satisfactory to the such Custodian, together with all (ii) electronic transfer of Shares to the account of the Custodian maintained for that purpose or (iii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such certifications and payments as may Shares to be required transferred to such account, in any such case accompanied by delivery to the Depositary or the Custodian in accordance with Custodian, as the provisions case may be, of this Deposit Agreement, and, if the Depositary requires, together with a written order from or on behalf of such person directing the Depositary to execute and deliver to, a Receipt or upon the written order of, the person or persons stated in such order, Receipts for the number of American ADSs representing the Shares so deposited and any payments required under this Deposit Agreement. As a condition of accepting Shares for deposit, the Depositary Shares representing may require that the person making such deposit. No Share shall be accepted for deposit unless accompanied by furnish (1) evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any relevant governmental body agency or agencies in the Commonwealth of AustraliaKorea, if any, including those which is are then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by (2) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide provides for the prompt transfer to the Custodian Depositary of any dividend, dividend or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of any such deposited Shares, or or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the DepositaryDepositary and (3) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to vote such deposited Shares for any and all purposes until the Shares so deposited are registered in the name of a CSD for the account of the Depositary or its nominee or the Custodian or its nominee. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered under the Securities Act of 1933 prior to being offered and sold publicly in the United States unless a registration statement is in effect as to such Shares. Each of the Depositary and the Custodian shall refuse to accept Shares for deposit whenever it has been notified, as hereafter provided, that the Company has restricted transfer of such Shares to comply with any applicable ownership restrictions, that such deposit would result in any violation of applicable laws, or that such deposit would cause the total number of Shares deposited to exceed a level from time to time determined by the Company. The Company shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its Shares for deposit hereunder. In addition, the Depositary and the Company have agreed to limit the number of Shares accepted for deposit under this Deposit Agreement to eighty percent (80%) of an aggregate of 33,600,000 Shares (including Shares sold in the form of ADSs) sold in the Company's initial global offering made on July 15, 2004 (the "Global Offering") or any greater number of Shares as the Company may determine with the Depositary from time to time (i.e., as a result of a subsequent offering, described in Section 5.09 hereof or any rights offer or distribution of a dividend in Shares described in Sections 4.06 and 4.04 hereof, respectively), unless the deposit is prohibited by applicable laws or violates the Company's Articles of Incorporation; provided, however, that if any over-allotment of Shares (including Shares represented by ADSs) is made by the joint global coordinators in the Global Offering (up to an aggregate of 3,744,000 Shares) or, in the case of any subsequent offer, rights offer or distribution in Shares under the Deposit Agreement, by the Company or any of its Affiliates, the 80% limit on the number of Shares on deposit hereunder shall not apply to any such over-allotment, or subsequent offering by the Company or its Affiliates, and the number of Shares so issued, delivered or sold (whether in the form of Shares or ADSs) shall be eligible for deposit hereunder, it being understood that in the case of any over-allotment made by the joint global coordinators for the Global Offering (or the stabilization agent or any other agent designated by the joint global coordinators (any such agent of the joint global coordinators hereinafter called a "Designee")), such deposit (up to an aggregate of 3,744,000 Shares) may only be made by the Company or its Affiliates or by the joint global coordinators for the Global Offering or any Designee except (i) to the extent such deposit is prohibited by applicable laws or violates the Company's Articles of Incorporation, or (ii) in the case of a subsequent offer by the Company or its Affiliates, as the Company may determine with the Depositary from time to time to limit the number of Shares eligible for deposit hereunder in order to maintain liquidity for the Shares in Korea as may be requested by the relevant Korean authorities. In the event of any deposit in connection with an over-allotment made by the joint global coordinators for the Global Offering or any Designee, the joint global coordinators or any Designee will be required to certify to the Depositary and/or the Custodian that each such deposit of Shares is being made pursuant to and in support of an over-allotment by the joint global coordinators contemplated in this Section 2.02. At the request, risk and expense of any person proposing to deposit Shares or evidence holder of rights to receive Shares, and for the account of such personholder, the Depositary may receive Shares to be deposited, documents of title thereto deposited or evidence that Shares have been transferred electronically or through book-entry or that irrevocable instruments instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and payments evidence herein specified, for the purpose of forwarding such documents of title or such other orders, instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares (or other Deposited Securities pursuant to Section 4.04, 4.05, 4.06 or 4.10) to be deposited hereunder, hereunder together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of record the Shares being deposited in the name of the Depositary or or, subject to applicable law, its nominee on the shareholders' register or such Custodian or its nomineethe books of the CSD, if applicable. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary Depositary, or at such other place or places as the Depositary shall determine, subject to the applicable laws of Korea. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities (except as contemplated in Section 2.10) nor (b) any fractional Shares or fractional Deposited Securities nor (c) a number of Shares or Deposited Securities which upon application of the ADS-to-Shares ratio would give rise to fractional ADSs.
Appears in 2 contracts
Samples: Deposit Agreement (LG.Philips LCD Co., Ltd.), Deposit Agreement (LG.Philips LCD Co., Ltd.)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which England and Wales that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. The Depositary shall provide written notice informing the Company of any such other place or places.
Appears in 2 contracts
Samples: Deposit Agreement (Protherics PLC), Deposit Agreement (Protherics PLC)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any the Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share Shares shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which Mexico that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. The Depositary shall not deliver Deposited Securities except (i) upon surrender of American Depositary Shares, (ii) upon surrender to the Company in a transaction to which Section 4.08 applies or (iii) in settlement of a sale contemplated by Section 3.02, 4.01, 4.02, 4.03, 4,04, 4.11 or 6.02.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which Israel that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which Italy that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 2 contracts
Samples: Deposit Agreement (Gentium S.p.A.), Deposit Agreement (Gentium S.p.A.)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which United Kingdom that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shallshall be required by the Depositary, as soon as transfer and recordation can be accomplished, to present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 2 contracts
Samples: Deposit Agreement (3dm Worldwide PLC), Deposit Agreement (Techmarine International PLC)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth The Republic of Australia, if any, Ireland which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Notwithstanding anything to the contrary, the Depositary shall have no obligation to accept Shares for deposit hereunder from persons identified by the Company as holding Restricted Securities except upon compliance with the provisions of Section 5.12 hereof. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. Neither the Depositary nor the Custodian shall deliver Shares or Deposited Securities except upon the cancellation of the Receipt or Receipts evidencing the American Depositary Shares representing such Shares or Deposited Securities.
Appears in 2 contracts
Samples: Deposit Agreement (Trintech Group PLC), Deposit Agreement (Trintech Group PLC)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, England which is then performing the function of the regulation of currency exchange, if any. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 2 contracts
Samples: Deposit Agreement (Reed Elsevier PLC), Deposit Agreement (Reed Elsevier PLC)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which Hong Kong that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 2 contracts
Samples: Deposit Agreement (Grand Toys International LTD), Deposit Agreement (Grand Toys International Inc)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares from the Company or any custodian, registrar, transfer agent or other entity involved in the ownership or transaction records on the Company’s behalf in respect of Shares, may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted The Depositary may require that Shares presented for deposit unless be accompanied by evidence reasonably satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of AustraliaSwitzerland, if any, which that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument reasonably satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be reasonably satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary (on behalf of Owners) or at such other place or places as the Depositary shall determine.
Appears in 2 contracts
Samples: Deposit Agreement (Roche Holding LTD), Deposit Agreement (Roche Holding LTD)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares (or evidence of rights to receive Shares Shares) may be deposited by delivery thereof any person (including by electronic transfer thereof) by inscription of ownership of such Shares in the name of the Depositary in an account maintained by the Foreign Registrar and in an account maintained by the Custodian as agent on behalf of the Depositary or Owner, pursuant to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, transfer in a form satisfactory to the Issuer or the Foreign Registrar or the Custodian, as the case may be, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for the number of American Depositary Shares representing such depositso deposited. No Share Shares shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any the governmental body in the Commonwealth The Republic of AustraliaFrance, if any, which is then performing the function of the regulation of currency exchangeexchange or which has jurisdiction over foreign investment or regulates foreign ownership of French companies. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books share registry of the Company Issuer or the Foreign Registrar, if applicable, Registrar are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Depositary or the Custodian with respect to such Shares of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded registered may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At As long as the request, risk and expense of Depositary holds any person proposing Shares pursuant to deposit Shares or evidence of rights to receive Shares, and for the account of such personthis Deposit Agreement, the Depositary may receive Shares to be deposited, documents of title thereto or evidence shall ensure that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited at least one Share is owned in the name of the Depositary or its nominee or such Custodian or its nomineeand one Share is owned in the name of the Custodian, each in registered form. Deposited Securities shall All other Shares may be held either in registered or in bearer form as permitted by the Depositary or by a Custodian for laws of The Republic of France and the account and to the order statuts of the Depositary or at such other place or places as the Depositary shall determineIssuer from time to time.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Flamel Technologies Sa)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, United Kingdom which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 2 contracts
Samples: Deposit Agreement (Sopheon PLC), Deposit Agreement (London Pacific Group LTD)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which United Kingdom that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. The Depositary shall use reasonable efforts to comply with written instructions it receives from the Company not to accept for deposit under this Deposit Agreement any Shares identified in those instructions at the times and under the circumstances reasonably specified in those instructions in order to facilitate the Company’s compliance with applicable laws and regulations in the United States. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 2 contracts
Samples: Deposit Agreement (Autonomy Corp PLC), Deposit Agreement (Eidos PLC)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions provision of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, PRC which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 2 contracts
Samples: Deposit Agreement (Sinopec Shanghai Petrochemical Co LTD), Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer (which will consist of (a) extracts from the Share Register and, where applicable, share certificates evidencing ownership of the Shares, (b) a transfer deed or instructions for transferother similar document authorizing registration of the Shares in the name of the Depositary, the Custodian or their respective nominees, or endorsement, in form satisfactory to the Custodian, and (c) where applicable, a purchase/sale contract or other similar document relating to the transfer of the Shares, in each case together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that (i) any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Russian Federation which is then performing the function of the regulation of currency exchangeexchange and (ii) all applicable taxes and governmental charges and the fees and expenses of the Depositary, as provided in Section 5.09 hereof, have been paid. If reasonably required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are Share Register is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for, or other documents evidencing title to (including extracts from the Share Register evidencing ownership of the Shares by each person presenting Shares for deposit hereunder), Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian or its agents shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or certificates or other instruments evidencing title documents as may be required under the Company's constitution or similar document or applicable law or regulation above specified to the Company or the Foreign Registrar, if applicable, Russian Share Registrar for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee, and the Company shall ensure that such transfer and recordation is promptly effected. Records of ownership of Deposited Securities (including extracts from the Share Register) shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which United Kingdom that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 2 contracts
Samples: Deposit Agreement (Cyclacel Group PLC), Deposit Agreement (Cyclacel Group PLC)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Japan which is then performing the function of the regulation of currency exchange, if required by the Depositary. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive delivery of Shares to be deposited, documents of title thereto or evidence or record that irrevocable instruments or instructions have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title Share, evidence or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence record to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present if necessary, cause such documents of title or other instruments evidencing title as may Shares to be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer transferred and recordation of the Shares being deposited recorded in the name of an account maintained by the Depositary or its nominee or such Custodian or its nomineeCustodian’s nominee at the cost and expense, if any, of the person making such deposit. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 2 contracts
Samples: Deposit Agreement (Chuo Mitsui Trust Holdings, Inc.), Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited in favor of the Depositary by delivery thereof inscription in the name of the Depositary in a share account maintained by the Issuer or the Foreign Registrar in the case of Shares in registered form or in an account maintained by the Custodian in the case of Shares in bearer form, pursuant to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, transfer in a form satisfactory to the Issuer or the Foreign Registrar or the Custodian, as the case may be, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for the number of American Depositary Shares representing so deposited. The Issuer or the Foreign Registrar in the case of Shares in registered form, or the Custodian in the case of Shares in bearer form, will, upon request by the Depositary, issue or cause to be issued written confirmations as to holdings of Shares, it being agreed and understood that such depositconfirmations do not constitute documents of title. No Share Shares shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any the governmental body in the Commonwealth The Republic of AustraliaFrance, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, Registrar are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian with respect to such Shares of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded registered may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At As long as the request, risk and expense of Depositary holds any person proposing Shares pursuant to deposit Shares or evidence of rights to receive Shares, and for the account of such personthis Deposit Agreement, the Depositary may receive Shares to be deposited, documents of title thereto or evidence shall ensure that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited at least one Share held in the name of the Depositary or its nominee or such Custodian or its nomineeis in registered form. Deposited Securities All other Shares shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determinein bearer form.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, England and Wales which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Centrica PLC)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth Republic of AustraliaSouth Africa, if any, which that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth The Republic of Australia, if any, Ireland which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Notwithstanding anything herein to the contrary, the Depositary shall have no obligation to accept Shares for deposit hereunder from persons identified by the Company as holding Restricted Securities except upon compliance with the provisions of Section 5.12 hereof. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be reasonably required by the Depositary Depositary, the Custodian or the Custodian Company in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share During such periods as the Depositary reasonably determines that currency exchange controls or regulations with similar impact are in effect in Mexico, no Shares shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Mexico which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nomineenominee at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, United Kingdom which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determinedetermine with the prior consent of the Company.
Appears in 1 contract
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunderthe Custodian, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications certifications, payments (including, without limitation, amounts in respect of any applicable stamp taxes) and evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way of receipt) as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, and together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which is then performing the function of the regulation of currency exchangedeposited Shares. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company (or the Foreign appointed agent of the Company for transfer and registration of Shares, which may but need not be the Share Registrar, if applicable, ) are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, dividend or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded registered may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. The Depositary may also require that any Shares deposited be registered in the name of the Depositary, the Custodian or the nominee or nominees of either of them or such other name as the Depositary and the Company shall require. At the request, risk and expense of any person proposing to deposit Shares or evidence holder of rights to receive Shares, and for the account of such personholder, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments documents and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Shares to the Custodian for deposit hereunder. Upon each delivery to a the Custodian of Shares to be deposited hereunder, together with the other documents and payments specified aboveherein specified, if any, such the Custodian shall, as soon as transfer and recordation can be accomplished, shall take action to present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation Shares to the Company (or the Foreign Registrar, if applicable, appointed agent of the Company for transfer and recordation registration of Shares, which may but need not be the Share Registrar) for registration of, or registration of transfer of, the Shares being deposited in the name of the Depositary or its the Custodian or the nominee or nominees of either of them, at the cost and expense of the holder making such Custodian or its nomineedeposit. Deposited Securities Shares shall be held by the Depositary Depositary, or by a the Custodian for the account and to the order of the Depositary or Depositary, at such other place or places as the Depositary shall determine.
Appears in 1 contract
Samples: Deposit Agreement (Scottish & Southern Energy PLC /Fi)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Ireland which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Deposit of Shares. Subject to the terms and conditions of this Deposit AgreementAgreement and any applicable laws and regulations of Korea, the Depositary shall cause the Custodian to accept Shares for deposit from or evidence on behalf of rights any person (in the case of the Company or any of its Affiliates, subject to receive Section 5.09 hereof) when such deposit is made by (i) physical delivery of Shares may be deposited by delivery thereof to any Custodian hereunderthe Custodian, accompanied by any appropriate instrument or instruments or instructions for transfer, of transfer or endorsement, in form satisfactory to the such Custodian, together with all (ii) electronic transfer of Shares to the account of the Custodian maintained for that purpose or (iii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such certifications and payments as may Shares to be required transferred to such account, in any such case accompanied by delivery to the Depositary or the Custodian in accordance with Custodian, as the provisions case may be, of this Deposit Agreement, and, if the Depositary requires, together with a written order from or on behalf of such person directing the Depositary to execute and deliver to, a Receipt or upon the written order of, the person or persons stated in such order, Receipts for the number of American ADSs representing the Shares so deposited and any payments required under this Deposit Agreement. As a condition of accepting Shares for deposit, the Depositary Shares representing may require that the person making such deposit. No Share shall be accepted for deposit unless accompanied by furnish (1) evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any relevant governmental body agency or agencies in the Commonwealth of AustraliaKorea, if any, including those which is are then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by (2) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide provides for the prompt transfer to the Custodian Depositary of any dividend, dividend or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of any such deposited Shares, or or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the DepositaryDepositary and (3) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to vote such deposited Shares for any and all purposes until the Shares so deposited are registered in the name of a CSD for the account of the Depositary or its nominee or the Custodian or its nominee. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered under the Securities Act of 1933 prior to being offered and sold publicly in the United States unless a registration statement is in effect as to such Shares. Each of the Depositary and the Custodian shall refuse to accept Shares for deposit whenever it has been notified, as hereafter provided, that the Company has restricted transfer of such Shares to comply with any applicable ownership restrictions, that such deposit would result in any violation of applicable laws, or that such deposit would cause the total number of Shares deposited to exceed a level from time to time determined by the Company. The Company shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its Shares for deposit hereunder. In addition, the Depositary and the Company have agreed to limit the number of Shares accepted for deposit under this Deposit Agreement to eighty per cent (80%) of the aggregate number of Shares (including Shares sold in the form of ADSs) sold in the Company's initial global offering unless the deposit is prohibited by applicable laws or violates the Company's Articles of Incorporation; provided, however, that if any over-allotment option granted in the initial global offering is exercised or if the Company or any of its Affiliates take any actions otherwise contemplated in this Deposit Agreement (i.e., any subsequent offering described in Section 5.09 hereof or any rights offer or a distribution of a dividend in Shares described in Sections 4.06 and 4.04, respectively), the 80% limit on the number of Shares on deposit shall not apply to such transaction by the Company or its Affiliates and the number of Shares so issued or sold (whether in the form of Shares or ADSs) shall be eligible for deposit hereunder except (i) to the extent such deposit is prohibited by applicable laws or violates the Company's Articles of Incorporation and (ii) that, in the case of any subsequent offering after the date hereof, the Company may determine with the Depositary to limit the number of Shares so offered in the subsequent offering that will be eligible for deposit hereunder in order to maintain liquidity for the Shares in Korea. At the request, risk and expense of any person proposing to deposit Shares or evidence holder of rights to receive Shares, and for the account of such personholder, the Depositary may receive Shares to be deposited, documents of title thereto deposited or evidence that Shares have been transferred electronically or through book-entry or that irrevocable instruments instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and payments evidence herein specified, for the purpose of forwarding such documents of title or such other orders, instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares (or other Deposited Securities pursuant to Section 4.04, 4.05, 4.06 or 4.10) to be deposited hereunder, hereunder together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of record the Shares being deposited in the name of the Depositary or or, subject to applicable law, its nominee on the shareholders' register or such Custodian or its nomineethe books of the CSD, if applicable. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary Depositary, or at such other place or places as the Depositary shall determine, subject to the applicable laws of Korea. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities (except as contemplated in Section 2.10) nor (b) any fractional Shares or fractional Deposited Securities nor (c) a number of Shares or Deposited Securities which upon application of the ADS-to-Shares ratio would give rise to fractional ADSs.
Appears in 1 contract
Deposit of Shares. (a) Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares to the extent permitted by Section 2.9, may be deposited by delivery thereof inscription in the name of the Depositary in a share account maintained by the Company or its agent in the case of Shares in registered form or in an account maintained by the Custodian in the case of Shares in bearer form, pursuant to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, transfer in a form satisfactory to the Company or its agent or the Custodian, as the case may be, together with all such certifications and payments as may be required by the Depositary Depositary, the Custodian or the Custodian Company in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such depositthe number of Shares so deposited. No Share Shares shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any the governmental body in the Commonwealth The Republic of Australia, if any, France which is then performing the function of the regulation of regulating currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or its agent for the Foreign Registrarregistration and transfer of Shares, if applicableany, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which that will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive documents with respect to the Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of documents with respect to the Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplishedpracticable, present such documents evidence of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation ownership to the Company or its agent for the Foreign Registrarregistration and transfer of Shares, if applicableany, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nomineenominee at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. The Company or its agent for registration and transfer of Shares in the case of Shares in registered form, or the Custodian in the case of Shares in bearer form, will, upon request by the Depositary, issue or cause to be issued written confirmations as to holdings of Shares, it being agreed and understood that such confirmations do not constitute documents of title. As long as the Depositary holds any Shares pursuant to this Deposit Agreement, the Depositary shall ensure that at least one Share is owned in the name of the Depositary and one Share is owned in the name of the Custodian, each in registered form.
(b) Copies of the instruments with respect to Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Israel which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited under this Deposit Agreement by delivery thereof to any Custodian hereunderCustodian, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian. As conditions of accepting Shares for deposit, together with all such certifications and payments as the Depositary may be require (i) any certification required by the Depositary Depositary, the Custodian or the Custodian Company in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, the number of that order American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by those deposited Shares, (iii) evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Foreign Registrar in the name of the Depositary, a Custodian or a nominee of the Depositary or a Custodian, (iv) evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by each applicable jurisdiction and (v) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide that provides for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which property, that any person in whose name the those Shares are or have been recorded may thereafter receive upon or in respect of such deposited those Shares, or or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the CustodianCustodians, together with all such certifications and payments as may be required by the Depositary or the Custodian Custodians in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary and the Company that any necessary approval has been granted by any governmental or regulatory body in the Commonwealth Republic of AustraliaSingapore, if anyincluding but not limited to, which is then performing the function Monetary Authority of Singapore, the regulation Accounting and Corporate Regulatory Authority of currency exchangeSingapore and the Stock Exchange of Singapore Limited. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company (or the appointed agent of the Company for transfer and registration of Shares, which may but need not be the Foreign Registrar, if applicable, ) are closed, shall also be accompanied by an agreement agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive SharesOwner, and for the account of such personOwner, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company (or the appointed agent of the Company for transfer and registration of Shares, which may but need not be the Foreign Registrar, if applicable), for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments of transfer (which will consist of (a) extracts from the Share Register and, where applicable, share certificates evidencing ownership of the Shares, (b) a transfer deed or instructions for transferother similar document authorizing registration of the Shares in the name of the Depositary, the Custodian or their respective nominees, or endorsement, in form satisfactory to the Custodian, and (c) where applicable, a purchase/sale contract or other similar document relating to the transfer of the Shares, in each case together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that (i) any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Russian Federation which is then performing the function of the regulation of currency exchangeexchange and (ii) all applicable taxes and governmental charges and the fees and expenses of the Depositary, as provided in Section 5.09 hereof, have been paid. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are Share Register is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for, or other documents evidencing title to (including extracts from the Share Register evidencing ownership of the Shares by each person presenting Shares for deposit hereunder), Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, or its agents shall present such documents of title certificate or certificates or other instruments evidencing title documents as may be required under the Company's constitution or similar document or applicable law or regulation above specified to the Company or the Foreign Registrar, if applicable, Russian Share Registrar for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee, and the Company shall ensure that such transfer and recordation is promptly effected. Records of ownership of Deposited Securities (including extracts from the Share Register) shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Samples: Deposit Agreement (Ojsc Polyus Gold)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Ireland which is then performing the function of the regulation of currency exchangeexchange if applicable. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Samples: Deposit Agreement (Kerry Group PLC)
Deposit of Shares. l 3 (a) Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instruments of transfer which will consist of (a) extracts from the Share Register and share certificates, if any, evidencing ownership of the Shares, (b) a transfer deed or instructions for transferother similar document authorizing registration of the Shares in the name of the Depositary, the Custodian or their respective nominees, or endorsement, in form satisfactory to the Custodian, and (c) where applicable, a purchase/sale contract or other similar document relating to the transfer of the Shares, in each case together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that (i) any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Russian Federation which is then performing the function of the regulation of currency exchangeexchange and (ii) all applicable taxes and governmental charges and the fees and expenses of the Depositary, as provided in Section 5.09 hereof, have been paid. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are Share Register is closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for, or other documents evidencing title to (including extracts from the Share Register evidencing ownership of the Shares by each person presenting Shares for deposit hereunder, Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shallor its agents, as soon as promptly after receipt of evidence that such transfer and recordation can be has been accomplished, shall present such documents of title certificate or certificates or other instruments evidencing title documents as may be required under the Company's constitution or similar document or applicable law or regulation above specified to the Company or the Foreign Registrar, if applicable, Russian Share Registrar for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities , and the Company shall be held by the Depositary or by a Custodian for the account ensure that such transfer and to the order of the Depositary or at such other place or places as the Depositary shall determinerecordation is promptly effected.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Australia which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be depositeddeposited (by electronic transfer through the facilities of CHESS or otherwise), documents of title thereto or evidence that irrevocable instruments instructions have been given to cause the transfer of such Shares to the account of the any Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the a Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunderhereunder by electronic transfer through the facilities of CHESS or otherwise (or other Deposited Securities pursuant to Section 4.2, 4.3 or 4.8), together with the other documents and payments specified aboveabove specified, if any, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company Issuer or the Foreign Registrar, if applicable, for registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with (A) all such certifications and payments (including, without limitation, the Depositary's fees and related charges) and evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way of receipt) as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, (B) if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit, (C) evidence satisfactory to the Depositary (which may include an opinion of counsel reasonably satisfactory to the Depositary provided at the cost of the person seeking to deposit Shares) that all conditions to such deposit have been met and all necessary approvals have been granted by, and there has been compliance with the rules and regulations of, any applicable governmental agency, and (D) if the Depositary so requires, whether or not the transfer books of the Issuer or the Foreign Registrar, if applicable, are closed, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian and (ii) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to exercise voting rights in respect of the Shares for any and all purposes until the Shares so deposited are registered in the name of the Depositary, the Custodian or any nominee. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, England which is then performing the function of the regulation of currency exchange. If required by Subject to the Depositaryterms of this Deposit Agreement, the Depositary may issue Receipts against evidence of rights to receive Shares presented for deposit at from the Issuer, any time, whether or not the transfer books agent of the Company Issuer or the Foreign Registrarany custodian, if applicableregistrar, are closedtransfer agent, shall also be accompanied by an agreement or assignment, clearing agency or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, entity involved in ownership or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or transaction records in respect of such deposited the Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory . Subject to the Depositary. At terms of this Deposit Agreement, at the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit. The Depositary shall instruct the Custodian to attempt, in respect of each deposit of Shares, to confirm, by requesting from the depositor and reviewing appropriate documents, that the deposited Shares have been issued or transferred on a repatriable basis in accordance with the permission of the State Bank of Pakistan in terms of the provisions of the Foreign Exchange Manual of the State Bank of Pakistan. The Depositary shall not accept a deposit of Shares (i) if the depositor requests registration of American Depositary Shares in the name of a person having an address in Pakistan, (ii) the Custodian has not made the confirmation contemplated by the preceding sentence with respect to that deposit. No Share shall be accepted for deposit unless accompanied by (i) evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which Pakistan that is then performing the function of the regulation of currency exchangeexchange and (ii) evidences satisfactory to the Depositary that the necessary stamp duty for transfer of the Shares to the Depositary has been paid in Dollars or sufficient Dollar funds to pay that stamp duty. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. If the conditions specified in this Section 2.02 for acceptance of a deposit of Shares are not satisfied within a reasonable time after receipt of that deposit, the Depositary shall refuse the deposit and return the Shares to the depositor. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee, together with (i) all documents that the Custodian has received relating to repatriability of dividends and disinvestment proceeds in relation to those Shares under the foreign exchange regulations then in force and (ii) the stamp duty necessary for that transfer. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. The Depositary shall provide written notice informing the Company of any such other place or places.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth Republic of AustraliaNamibia, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares Shares, other than Restricted Securities, may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form reasonably satisfactory to the Custodian, together with all such certifications and payments as may be required from the individual depositing the underlying Shares or any governmental agency, stock exchange, etc. by the Depositary or the such Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of the United Kingdom and any necessary approval has been granted by any governmental body in the Commonwealth of AustraliaUnited Kingdom, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. In the event any Shares are deposited which entitle the holders thereof to receive a per-share distribution or other entitlement in an amount different from the Shares then on deposit, the Depositary is authorized to take any and all actions as may be necessary (including, without limitation, making the necessary notations on Receipts) to give effect to the issuance of such American Depositary Shares and to ensure that such American Depositary Shares are not fungible with other American Depositary Shares issued hereunder until such time as the entitlement of the Shares represented by such non-fungible American Depositary Shares equals that of the Shares represented by American Depositary Shares prior to such deposit. The Issuer agrees to give timely written notice to the Depositary if any Shares issued or to be issued contain rights different from those of any other Shares theretofore issued and shall assist the Depositary with the establishment of procedures enabling the identification of such non-fungible Shares upon delivery to the Custodian.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the such Custodian, together with all such certifications and payments as may be required by the Depositary or the such Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Bermuda which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, dividend or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Samples: Deposit Agreement (Frontline LTD /)
Deposit of Shares. Subject to the terms and conditions of this Deposit AgreementAgreement, Shares or evidence of rights to receive Shares may be deposited deposited by (i) delivery thereof of certificates therefor to the Custodian accompanied by an appropriate instrument or instruments of transfer or endorsement in form satisfactory to the Custodian, (ii) electronic transfer of Shares through VPC or any successor thereto, to the account of the Custodian hereundermaintained for such purpose or (iii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, accompanied by any an appropriate instruments instrument or instructions for transferinstruments of transferor endorsement, or endorsementif any, in form satisfactory to the Custodian, together together with all such certifications and payments as may be required by the Depositary Depositary or the Custodian in accordance with the provisions of this Deposit AgreementAgreement, and, if the Depositary requires, and together with a written order directing directing the Depositary Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which is then performing the function of the regulation of currency exchangedeposit. If required by the DepositaryDepositary, Shares presented for deposit deposit at any time, whether or not the transfer books of the Company Company (or the Foreign Registrarappointed agent of the Company for transfer and registration of Shares, if applicable, which may but need not be the VPC) are closed, shall also be accompanied by an agreement agreement or assignment, or other instrument satisfactory to the DepositaryDepositary, which will provide for the prompt transfer to the Custodian Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence holder of rights to receive Shares, and for the account of such personholder, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence certificates to the Custodian for deposit hereunder. Upon each delivery or electronic transfer to a the Custodian of a certificate or certificates for Shares to be deposited hereunderhereunder, together with the other documents and payments specified aboveabove specified, if any, such Custodian the Custodian shall, as soon as transfer and recordation can be accomplishedaccomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company Company (or the Foreign Registrarappointed agent of the Company for transfer and registration of Shares, if applicablewhich may but need not be the VPC), for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary Depositary, or by a the Custodian for the account and to the order of the Depositary Depositary, or at such other place or places as the Depositary shall determinedetermine upon prior consultation with the Company.
Appears in 1 contract
Samples: Deposit Agreement (Svenska Cellulosa Aktiebolagot Sca /Fi)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to the Depositary or any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form reasonably satisfactory to the Depositary or the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Israel which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by (i) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the DepositaryDepositary and (ii) proxies entitling the Custodian, the Depositary or their respective nominees to vote such deposited Shares. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplishedpracticable, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in into the name of the Depositary or its nominee or such Depositary, the Custodian or its nomineea nominee of either, at the cost and expense of the person making such deposit (or for whose benefit such deposit is made). Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. To the extent that the provisions of or governing the Shares make delivery of certificates therefor impracticable, Shares may be deposited hereunder by such delivery thereof as the Depositary or the Custodian may reasonably accept, including, without limitation, by causing them to be credited to an account maintained by the Custodian for such purpose with the Issuer or an accredited intermediary, such as a bank, acting as a registrar for the Shares, together with delivery of the documents, payments and delivery order referred to herein to the Custodian or the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, the deposit of Shares or evidence shall be made by transfer of rights Shares to receive the Custodian for the account of the Depositary maintained for that purpose. Shares (other than Restricted Securities) may be deposited by delivery thereof to any Custodian hereunderthe Custodian, accompanied by any an appropriate instrument or instruments or instructions for transfer, of transfer or endorsement, in a form satisfactory to the Custodian, such Custodian together with (i) all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with Agreement and (ii) a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, as promptly as practicable, a Receipt or Receipts for the number of American Depositary Shares representing such depositthe Shares as deposited. No Share shall be accepted for deposit unless accompanied by (a) payment in respect of any applicable taxes or duties, and (b) evidence satisfactory to the Depositary (which may be an opinion of counsel) that any necessary exemption is in force or approval has been granted by any by, or there has been compliance with the rules and regulations of, the governmental body agency in the Commonwealth of AustraliaIndia, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, including deposit by electronic transfer, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian or their respective nominees of any dividend, or right to subscribe for additional Shares or right to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. Depositary At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that Shares have been electronically transferred or that irrevocable instruments instructions have been given to cause the transfer of such Shares to the account of the Custodian, Custodian together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, hereunder together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplished, present such documents certificate or certificates together with the appropriate instrument or instruments of title transfer or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation endorsement, to the Company or the Foreign Registrar, if applicable, for registration of transfer and recordation of the Shares or other Deposited Securities being deposited in the name of the Depositary or its nominee or such Custodian or its nomineenominee at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary Depositary, the Custodian or any of their nominees (on behalf of Registered Holders) at the principal office of a Custodian, or at such other place or places as the Depositary shall determine. After the Initial Deposit, unless otherwise agreed by the Depositary and the Company and permitted by applicable law, only the following may be deposited under this Deposit Agreement: (i) Shares issued as a dividend or free distribution in respect of Deposited Securities; (ii) Shares subscribed for or acquired by holders from the Company through the exercise of rights distributed by the Company to such persons in respect of Deposited Securities; (iii) Shares in a number which does not, at the time of the relevant deposit, result in the number of Deposited Securities exceeding the maximum permitted by applicable law and (iv) securities issued by the Company to the holders in respect of Deposited Securities as a result of any change in par value, subdivision, consolidation and other reclassification of deposited securities or otherwise. The Company must inform the Depositary if any shares issued by it which may be deposited, do not, by reason of the date of issue or otherwise, rank pari passu in all respects with the other deposited securities. The Depositary agrees to instruct the Custodian to place all Shares and any other securities which are Deposited Securities accepted for deposit under this Deposit Agreement into an account or accounts that are segregated and separate from the account in which any Shares or any other securities of the Company may be held by such Custodian under any other depositary receipt facility pursuant to which depositary receipts evidencing depositary shares representing Shares are issued. The Depositary will use commercially reasonable efforts to comply with reasonable written instructions of the Company that the Depositary shall not accept for deposit hereunder any Shares specifically identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions if such deposit would result in the violation of any applicable laws or the Memorandum and Articles of Association of the Company. In the event any Shares are deposited which entitle the holders thereof to receive a per-share distribution or other entitlement in an amount different from the Shares then on deposit, the Depositary is authorized to take any and all actions as may be necessary (including, without limitation, making the necessary notations on Receipts) to give effect to the issuance of such American Depositary Shares and to ensure that such American Depositary Shares are not fungible with other American Depositary Shares issued hereunder until such time as the entitlement of the Shares represented by such non-fungible American Depositary Shares equals that of the Shares represented by American Depositary Shares prior to such deposit. The Company agrees to give timely written notice to the Depositary if any Shares issued or to be issued contain rights different from those of any other Shares theretofore issued and shall assist the Depositary with the establishment of procedures enabling the identification of such non-fungible Shares upon delivery to the Custodian.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, PRC which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by (i) transfer of Shares through Indeval to the account of the Custodian maintained for such purposes, or (ii) delivery thereof to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, in any Custodian hereunder, case accompanied by delivery to the Custodian of any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications certifications, payments and evidence of such payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, andand together, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for the number of American Depositary Shares representing such depositdeposited Shares. No Share shall be accepted for The Depositary reserves the right to reject the deposit unless accompanied by evidence satisfactory to of any Shares where the Depositary that any necessary approval has been granted by any governmental body currency regulations of Mexico then in the Commonwealth of Australiaeffect, if any, which is then performing require the function approval of a local regulator or other governmental body and evidence of such approval (in a form satisfactory to the regulation of currency exchangeDepositary) does not accompany such Shares. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Receipt Registrar, if applicable, are closed, shall also be accompanied by (i) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividenddividend in respect of such Shares, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded registered may thereafter receive upon or in respect of such deposited Shares, or or, in lieu thereof, such agreement of indemnity or other agreement as agreements shall be satisfactory to the Depositary, and (ii) if the Shares are registered in the name of the person on whose behalf they are deposited, a proxy or proxies entitling the Custodian to vote such deposited Shares for any and all purposes until the Shares are registered in the name of the Custodian or its nominee. At the request, risk and expense of any person proposing to deposit Shares or evidence holder of rights to receive Shares, and for the account of such personholder, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that Shares have been transferred or that irrevocable instruments instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other instruments documents and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Shares to the Custodian for deposit hereunder. Upon each delivery transfer to a the Custodian of Shares to be deposited hereunder, or delivery to the Custodian of irrevocable instructions therefor, together in either case with the other documents and payments specified aboveherein specified, if any, such the Custodian shall, as soon as practicable, obtain confirmation of registration of, or registration of transfer and recordation can be accomplishedof, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee, at the cost and expense of the holder making such deposit. Deposited Securities shall be held by the Depositary Depositary, or by a the Custodian for the account and to the order of the Depositary or Depositary, at such other place or places as the Depositary shall determine. The Depositary will not deliver Shares, except upon the receipt and cancellation of Receipts or in a surrender to the Company in a transaction covered by Section 4.08 or pursuant to a sale permitted under Sections 3.02, 4.03, 4.11 or 6.02.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, Agreement and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any the governmental body in the Commonwealth of AustraliaJapan, if any, which is then performing the function of the regulation of currency exchange. If exchange if required by the Depositary, . Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer (or the Foreign Registrar, if applicable, appointed agent of the Issuer for transfer and registration of Shares) are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Subject to the terms and conditions of this Deposit Agreement, Shares may also be deposited hereunder in connection with the delivery of Receipts to represent distributions under Section 4.03 or upon exercise of the rights to subscribe referred to in Section 4.04; provided, however, that in such event if by operation of applicable provisions of the Japanese Commercial Code or any other Japanese law no certificate for any number of Shares issued upon such distribution or upon such exercise is issuable, such number of Shares which would form a part of the Deposited Securities in respect of the Receipts to be delivered pursuant to Section 4.03 or 4.04 shall be deemed to be deposited hereunder without delivery of such certificate to the Custodian if such Shares are registered in the name of the Depositary or its nominee or the Custodian or its nominee on the books of the Issuer at the time of the issue of such Shares. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company Issuer (or the Foreign Registrar, if applicableappointed agent of the Issuer for transfer and registration of Shares), for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.. Table of Contents
Appears in 1 contract
Samples: Deposit Agreement (Mitsubishi Ufj Financial Group Inc)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, United Kingdom which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. The Depositary shall provide notice informing the Company of any such other place or places.
Appears in 1 contract
Samples: Deposit Agreement (Sthree PLC)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Switzerland which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Samples: Deposit Agreement (Holcim LTD/Fi)
Deposit of Shares. Subject to the terms and conditions of this Deposit AgreementAgreement and any applicable laws and regulations of Korea, the Depositary shall cause the Custodian to accept Shares for deposit from or evidence on behalf of rights any person (in the case of the Company or any of its Affiliates, subject to receive Section 5.09 hereof) when such deposit is made by (i) physical delivery of Shares may be deposited by delivery thereof to any Custodian hereunderthe Custodian, accompanied by any appropriate instrument or instruments or instructions for transfer, of transfer or endorsement, in form satisfactory to the such Custodian, together with all (ii) electronic transfer of Shares to the account of the Custodian maintained for that purpose or (iii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such certifications and payments as may Shares to be required transferred to such account, in any such case accompanied by delivery to the Depositary or the Custodian in accordance with Custodian, as the provisions case may be, of this Deposit Agreement, and, if the Depositary requires, together with a written order from or on behalf of such person directing the Depositary to execute and deliver to, a Receipt or upon the written order of, the person or persons stated in such order, Receipts for the number of American ADSs representing the Shares so deposited and any payments required under this Deposit Agreement. As a condition of accepting Shares for deposit, the Depositary Shares representing may require that the person making such deposit. No Share shall be accepted for deposit unless accompanied by furnish (1) evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any relevant governmental body agency or agencies in the Commonwealth of AustraliaKorea, if any, including those which is are then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by (2) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide provides for the prompt transfer to the Custodian Depositary of any dividend, dividend or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of any such deposited Shares, or or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the DepositaryDepositary and (3) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to vote such deposited Shares for any and all purposes until the Shares so deposited are registered in the name of a CSD for the account of the Depositary or its nominee or the Custodian or its nominee. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered under the Securities Act of 1933 prior to being offered and sold publicly in the United States unless a registration statement is in effect as to such Shares. Each of the Depositary and the Custodian shall refuse to accept Shares for deposit whenever it has been notified, as hereafter provided, that the Company has restricted transfer of such Shares to comply with the ownership restrictions referred to in Section 3.05, that such deposit would result in any violation of applicable laws, or that such deposit would cause the total number of Shares deposited to exceed a level from time to time determined by the Company. The Company shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its Shares for deposit hereunder. At the request, risk and expense of any person proposing to deposit Shares or evidence holder of rights to receive Shares, and for the account of such personholder, the Depositary may receive Shares to be deposited, documents of title thereto deposited or evidence that Shares have been transferred electronically or through book-entry or that irrevocable instruments instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and payments evidence herein specified, for the purpose of forwarding such documents of title or such other orders, instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares (or other Deposited Securities pursuant to Section 4.03, 4.04, 4.05, 4.06 or 4.10) to be deposited hereunder, hereunder together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of record the Shares being deposited in the name of the Depositary or or, subject to applicable law, its nominee on the shareholders' register or such Custodian or its nomineethe books of the CSD, if applicable. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary Depositary, or at such other place or places as the Depositary shall determine, subject to the applicable laws of Korea. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities (except as contemplated in Section 2.10) nor (b) any fractional Shares or fractional Deposited Securities nor (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs.
Appears in 1 contract
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, United Kingdom which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine. The Depositary shall provide written notice informing the Issuer of any such other place or places.
Appears in 1 contract
Samples: Deposit Agreement (Antisoma PLC)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive such Shares may be deposited by any person by delivery thereof to any the Custodian hereunder, accompanied by any appropriate instruments certificate, instrument or instructions for transfer, or endorsement, in form satisfactory to the Depositary or the Custodian, together with all such certifications certifications, payments (including, without limitation, amounts in respect of any applicable stamp taxes) and evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way of receipt) as may be required by the Depositary Depositary, the Custodian or the Custodian Issuer in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such depositdeposited Shares. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australiaappropriate body, if any, which is then performing the function of governing the regulation of currency exchangeexchange under Irish law. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian or its nominee of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the such Shares are or have been recorded may thereafter receive upon or in respect of or upon redemption of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit holder of Shares or evidence of rights to receive Shares, and for the account of such personholder, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments documents and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a the Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified aboveherein specified, if any, such the Custodian shallshall take action to, as soon as transfer and recordation can be accomplished, present such documents of title certificate or certificates or other instruments evidencing title documents, as may be required under the Company's constitution or similar document or applicable law or regulation applicable, to the Company Issuer or the Foreign Registrar, if applicable, for registration of, or registration of transfer and recordation of of, the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nomineenominee at the cost and expense of the holder of Shares making such deposit. The Depositary shall refuse to accept deposits reasonably specified by the Issuer in writing from time to time in connection with enforcing the Foreign Interest Limitation (as defined in Section 3.04). Deposited Securities shall be held by the Depositary or by a the Custodian or its nominee for the account and to the order of the Depositary or Depositary, at such other place or places as the Depositary shall determine.
Appears in 1 contract
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the such Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, Agreement and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts evidencing the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any the governmental body in the Commonwealth of AustraliaEngland, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer (or the Foreign Registrar, if applicable, ) are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company Issuer (or the Foreign Registrar, if applicable, ) for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit AgreementAgreement, Shares or evidence of rights to receive Shares may be deposited deposited by (i) delivery thereof of certificates therefor to the Custodian accompanied by an appropriate instrument or instruments of transfer or endorsement in form satisfactory to the Custodian, (ii) electronic transfer of Shares through Euroclear or any successor thereto, to the account of the Custodian hereundermaintained for such purpose or (iii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, accompanied by any an appropriate instruments instrument or instructions for transferinstruments of transferor endorsement, or endorsementif any, in form satisfactory to the Custodian, together together with all such certifications and payments as may be required by the Depositary Depositary or the Custodian in accordance with the provisions of this Deposit AgreementAgreement, and, if the Depositary requires, and together with a written order directing directing the Depositary Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which is then performing the function of the regulation of currency exchangedeposit. If required by the DepositaryDepositary, Shares presented for deposit deposit at any time, whether or not the transfer books of the Company Company (or the Foreign Registrarappointed agent of the Company for transfer and registration of Shares, if applicable, which may but need not be Euroclear) are closed, shall also be accompanied by an agreement agreement or assignment, or other instrument satisfactory to the DepositaryDepositary, which will provide for the prompt transfer to the Custodian Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence holder of rights to receive Shares, and for the account of such personholder, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence certificates to the Custodian for deposit hereunder. Upon each delivery or electronic transfer to a the Custodian of a certificate or certificates for Shares to be deposited hereunderhereunder, together with the other documents and payments specified aboveabove specified, if any, such Custodian the Custodian shall, as soon as transfer and recordation can be accomplishedaccomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company Company (or the Foreign Registrarappointed agent of the Company for transfer and registration of Shares, if applicablewhich may but need not be Euroclear), for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary Depositary, or by a the Custodian for the account and to the order of the Depositary Depositary, or at such other place or places as the Depositary shall determinedetermine upon prior consultation with the Company.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, England and Wales which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company Issuer or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth Republic of Australia, if any, Austria which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares to the extent permitted by Section 2.09 may be deposited by delivery thereof to any Custodian hereunderthe Custodian, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications certifications, payments (including, without limitation, amounts in respect of any applicable stamp taxes) and evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way of receipt) as may be required by the Depositary Depositary, the Custodian or the Custodian Company in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, and together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such depositdeposited Shares. No Share shall be accepted for deposit unless accompanied by nor will any Receipts be issued until the date on which the Depositary, as depositary under the Interim Deposit Agreement, receives certificates or other evidence satisfactory of rights to receive Shares on which the Depositary that any necessary approval third instalment of the Purchase Price (as defined in the Interim Deposit Agreement) has been granted by any governmental body fully paid, in accordance with the Commonwealth of Australia, if any, which is then performing the function of the regulation of currency exchangeInstalment Agreement. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company (or the Foreign appointed agent of the Company for transfer and registration of Shares, which may but need not be the Share Registrar, if applicable, ) are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, dividend or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded registered may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. The Depositary may also require that any Shares deposited be registered in the name of the Custodian or its nominee or such other name as the Depositary and the Company shall require. At the request, risk and expense of any person proposing to deposit Shares or evidence holder of rights to receive Shares, and for the account of such personholder, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments documents and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Shares to the Custodian for deposit hereunder. Upon each delivery to a the Custodian of Shares to be deposited hereunder, together with the other documents and payments specified aboveherein specified, if any, such the Custodian shall, as soon as transfer and recordation can be accomplished, shall take action to present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation Shares to the Company (or the Foreign Registrar, if applicable, appointed agent of the Company for transfer and recordation registration of Shares, which may but need not be the Share Registrar) for registration of, or registration of transfer of, the Shares being deposited in the name of the Depositary or its the Custodian or the nominee or nominees of either of them, at the cost and expense of the holder making such Custodian or its nomineedeposit. Deposited Securities Shares shall be held by the Depositary Depositary, or by a the Custodian for the account and to the order of the Depositary or Depositary, at such other place or places as the Depositary shall determine.
Appears in 1 contract
Deposit of Shares. Subject to the terms and conditions of this Deposit AgreementAgreement and any applicable laws and regulations of Korea, the Depositary shall cause the Custodian to accept Shares for deposit from or evidence on behalf of rights any person (in the case of the Company or any of its Affiliates, subject to receive Section 5.09 hereof) when such deposit is made by (i) physical delivery of Shares may be deposited by delivery thereof to any Custodian hereunderthe Custodian, accompanied by any appropriate instrument or instruments or instructions for transfer, of transfer or endorsement, in form satisfactory to the such Custodian, together with all (ii) electronic transfer of Shares to the account of the Custodian maintained for that purpose or (iii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such certifications and payments as may Shares to be required transferred to such account, in any such case accompanied by delivery to the Depositary or the Custodian in accordance with Custodian, as the provisions case may be, of this Deposit Agreement, and, if the Depositary requires, together with a written order from or on behalf of such person directing the Depositary to execute and deliver to, a Receipt or upon the written order of, the person or persons stated in such order, Receipts for the number of American ADSs representing the Shares so deposited and any payments required under this Deposit Agreement. As a condition of accepting Shares for deposit, the Depositary Shares representing may require that the person making such deposit. No Share shall be accepted for deposit unless accompanied by furnish (1) evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that any necessary approval has been granted by any relevant governmental body agency or agencies in the Commonwealth of AustraliaKorea, if any, including those which is are then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by (2) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide provides for the prompt transfer to the Custodian Depositary of any dividend, dividend or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of any such deposited Shares, or or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the DepositaryDepositary and (3) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies entitling the Custodian to vote such deposited Shares for any and all purposes until the Shares so deposited are registered in the name of a CSD for the account of the Depositary or its nominee or the Custodian or its nominee. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered under the Securities Act of 1933 prior to being offered and sold publicly in the United States unless a registration statement is in effect as to such Shares. Each of the Depositary and the Custodian shall refuse to accept Shares for deposit whenever it has been notified, as hereafter provided, that the Company has restricted transfer of such Shares to comply with any applicable ownership restrictions, that such deposit would result in any violation of applicable laws, or that such deposit would cause the total number of Shares deposited to exceed a level from time to time determined by the Company. The Company shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of its Shares for deposit hereunder. In addition, the Depositary and the Company have agreed to limit the number of Shares accepted for deposit under this Deposit Agreement to eighty per cent (80%) of the aggregate number of Shares (including Shares sold in the form of ADSs) sold in the Company's initial global offering unless the deposit is prohibited by applicable laws or violates the Company's Articles of Incorporation; provided, however, that if any over-allotment option granted in the initial global offering is exercised or if the Company or any of its Affiliates take any actions otherwise contemplated in this Deposit Agreement (i.e., any subsequent offering described in Section 5.09 hereof or any rights offer or a distribution of a dividend in Shares described in Sections 4.06 and 4.04, respectively), the 80% limit on the number of Shares on deposit shall not apply to such transaction by the Company or its Affiliates and the number of Shares so issued or sold (whether in the form of Shares or ADSs) shall be eligible for deposit hereunder except (i) to the extent such deposit is prohibited by applicable laws or violates the Company's Articles of Incorporation and (ii) that, in the case of any subsequent offering after the date hereof, the Company may determine with the Depositary to limit the number of Shares so offered in the subsequent offering that will be eligible for deposit hereunder in order to maintain liquidity for the Shares in Korea as may be requested by the relevant Korean authorities. At the request, risk and expense of any person proposing to deposit Shares or evidence holder of rights to receive Shares, and for the account of such personholder, the Depositary may receive Shares to be deposited, documents of title thereto deposited or evidence that Shares have been transferred electronically or through book-entry or that irrevocable instruments instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and payments evidence herein specified, for the purpose of forwarding such documents of title or such other orders, instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares (or other Deposited Securities pursuant to Section 4.04, 4.05, 4.06 or 4.10) to be deposited hereunder, hereunder together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of record the Shares being deposited in the name of the Depositary or or, subject to applicable law, its nominee on the shareholders' register or such Custodian or its nomineethe books of the CSD, if applicable. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary Depositary, or at such other place or places as the Depositary shall determine, subject to the applicable laws of Korea. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities (except as contemplated in Section 2.10) nor (b) any fractional Shares or fractional Deposited Securities nor (c) a number of Shares or Deposited Securities which upon application of the ADS-to-Shares ratio would give rise to fractional ADSs.
Appears in 1 contract
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited hereunder by delivery thereof of a certificate or certificates for such Sharesthereof to any Custodian hereunder, accompanied properly endorsed or accompanied, if required by law, by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the suchthe Custodian, together with all such certifications and payments as may be required by the Depositary or the suchthe Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited. such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Australia which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer (or the transfer book maintained by the appointed agent of the Issuer for transfer and registration of Shares, which may but need not beor the Foreign Registrar), if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person Ownerperson proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such personOwnerperson, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the athe Custodian for deposit hereunder. Subject to the terms and conditions of this Deposit Agreement, Shares may also be deposited hereunder in connection with the delivery of Receipts to represent distributions under Section 4.03 or upon exercise of rights, preferences or privileges to subscribe, referred to in Section 4.04. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as registration of transfer and recordation can be accomplishedaccomplishedaccomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company Issuer (or the appointed agent of the Issuer for registration of transfer of Shares which may but need not beor the Foreign Registrar), if applicable, for the registration of transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary at the principal offices of the Custodian or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Samples: Deposit Agreement (Australia & New Zealand Banking Group LTD)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any the Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any all conditions to such deposit have been met and all necessary approval approvals have been granted by, and there has been granted by compliance with the rules and regulations of, any applicable governmental body agency in the Commonwealth of Australia, if any, which is then performing the function of the regulation of currency exchangeHong Kong. If required by the Depositary, Shares presented for deposit at any time, time (whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed), shall also be accompanied by an agreement or agreement, assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Samples: Deposit Agreement (New World Development Co LTD /Fi)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the such Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, United Kingdom which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Samples: Deposit Agreement (Pearson PLC)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Australia which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution articles of association or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution articles of association or similar document or applicable law or regulation to the Company or the Foreign Registrar, electronically or otherwise, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which United Kingdom that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. The Depositary shall use reasonable efforts to comply with written instructions it receives from the Company not to accept for deposit under this Deposit Agreement any Shares identified in those instructions at the times and under the circumstances reasonably specified in those instructions in order to facilitate the Company's compliance with applicable laws and regulations in the United States. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Norway which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by (i) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At , and (ii) if the requestShares are registered in the name of the person on whose behalf they are presented for deposit, risk and expense of any person proposing a proxy or proxies entitling the Custodian to deposit Shares or evidence of rights to receive vote such deposited Shares, insofar as permitted under the laws of Norway and for the account articles of such person, the Depositary may receive Shares to be deposited, documents of title thereto association (or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account similar document) of the Custodian, together with the other instruments and payments herein specifiedCompany, for any and all purposes until the purpose Shares are registered in the name of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunderor its nominees. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents evidence of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation ownership to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nomineenominee at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to it of such registration. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Samples: Deposit Agreement (Statoil Asa)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive such Shares may be deposited by any person by delivery thereof to any the Custodian hereunder, accompanied by any appropriate certificate, instrument or instruments or instructions ofinstructions for transfer, or endorsement, in form satisfactory to the Depositary or the Custodian, together with all such certifications certifications, payments (including, without limitation, amounts in respect of any applicable stamp taxes) and evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way of receipt) as may be required by the Depositary Depositary, the Custodian or the Custodian Issuer in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such depositdeposited Shares. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australiaappropriate body, if any, which is then performing the function of governing the regulation of currency exchangeexchange under Irish law. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian or its nominee of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the such Shares are or have been recorded may thereafter receive upon or in respect of or upon redemption of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit holder of Shares or evidence of rights to receive Shares, and for the account of such personholder, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments documents and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a the Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified aboveherein specified, if any, such the Custodian shallshall take action to, as soon as transfer and recordation can be accomplished, present such documents of title certificate or certificates or other instruments evidencing title documents, as may be required under the Company's constitution or similar document or applicable law or regulation applicable, to the Company Issuer or the Foreign Registrar, if applicable, for registration of, or registration of transfer and recordation of of, the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nomineenominee at the cost and expense of the holder of Shares making such deposit. The Depositary shall refuse to accept deposits reasonably specified by the Issuer in writing from time to time in connection with enforcing the Foreign Interest Limitation (as defined in Section 3.04). Deposited Securities shall be held by the Depositary or by a the Custodian or its nominee for the account and to the order of the Depositary or Depositary, at such other place or places as the Depositary shall determine.
Appears in 1 contract
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the such Custodian, together with all such certifications and payments as may be required by the Depositary or the such Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person Person or persons Persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, England and Wales which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the a Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person Person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person Person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such personPerson, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the a Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof delivering them to any the Depositary by inscription in the name of the Depositary in a share account maintained by the Company or the Foreign Registrar, if applicable, in the case of Shares in registered form or in an account maintained by the Custodian hereunderin the case of Shares in bearer form, accompanied by any pursuant to appropriate instruments or instructions for transfer, or endorsement, transfer in a form satisfactory to the Company or the Foreign Registrar, as applicable, or the Custodian, as the case may be, together with all such certifications and payments as may be required by the Depositary or the Custodian or the Company in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit. The Company or the Foreign Registrar, as applicable, in the case of Shares in registered form, or the Custodian in the case of Shares in bearer form, will, upon the request of the Depositary, issue or cause to be issued written confirmations as to holdings of Shares, it being agreed and understood that such confirmations do not constitute documents of title. No Share shall be accepted for deposit unless accompanied by evidence (which may be an opinion of counsel) reasonably satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth Republic of Australia, if any, France which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Samples: Deposit Agreement (Arkema)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof any person (including by electronic transfer thereof) (i) in the case of Shares in registered form, by inscription of ownership of such Shares in the name of the Depositary in the Company's share register and in an account maintained by a Custodian as agent on behalf of the Depositary or Owner, or (ii) in the case of Shares in bearer form, in an account maintained by a Custodian, as accredited financial intermediary on behalf of such Owner, in the name of the Depositary, pursuant to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, transfer in a form satisfactory to the Company or the Foreign Registrar or the Custodian, as the case may be, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for the number of American Depositary Shares representing such depositso deposited. No Share Shares shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any the governmental body in the Commonwealth The Republic of AustraliaFrance, if any, which is then performing the function of the regulation of currency exchangeexchange or which has jurisdiction over foreign investment or regulates foreign ownership of French companies. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, Registrar are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Depositary or the Custodian with respect to such Shares of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded registered may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At As long as the request, risk and expense of Depositary holds any person proposing Shares pursuant to deposit Shares or evidence of rights to receive Shares, and for the account of such personthis Deposit Agreement, the Depositary may receive Shares to be deposited, documents of title thereto or evidence shall ensure that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited at least one Share is owned in the name of the Depositary or its nominee or such Custodian or its nomineeand one Share is owned in the name of the Custodian, each in registered form. Deposited Securities shall All other Shares may be held either in registered or in bearer form as permitted by the Depositary or by a Custodian for the account and laws of The Republic of France from time to the order of the Depositary or at such other place or places as the Depositary shall determinetime.
Appears in 1 contract
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares may be deposited hereunder by delivery to any Custodian of certificates for such Shares to be deposited duly registered in the name of the Depositary or its nominee, together, if the Depositary requires, with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the number of American Depositary Shares representing such deposit. Alternatively, subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the CustodianCustodians, together with all such certifications and payments as may be required by the Depositary or the Custodian Custodians in accordance with the provisions of this Deposit Agreement, Agreement and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, any such Shares presented for deposit at any timedeposit, whether or not the transfer books of the Company Issuer (or the appointed agent of the Issuer for transfer and registration of Shares, which may but need not be the Foreign Registrar, if applicable, ) are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. No Shares shall be accepted for deposit unless accompanied by such evidence as may be reasonably required by the Depositary that any necessary approval has been granted by the governmental body in Ireland, if any, which is then performing the regulation of currency exchange under the Irish Exchange Control Acts. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive SharesOwner, and for the account of such personOwner, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunderhereunder that have not been previously registered in the name of the Depositary or its nominee, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company Issuer (or the appointed agent of the Issuer for transfer and registration of Shares, which may but need not be the Foreign Registrar, if applicable), for transfer and recordation registration of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth People’s Republic of Australia, if any, which China and/or the Republic of Korea that is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, Custodian together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution ’s articles of association or similar document or applicable law or regulation (including the regulation of the Korea Securities Depository entitled “Regulation on Securities Deposit and Settlement”) and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution ’s articles of association or similar document or applicable law or regulation (including the regulation of the Korea Securities Depository entitled “Regulation on Securities Deposit and Settlement”) to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, United Kingdom which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth Republic of Australia, if any, Austria which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, time shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as practicable transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of record the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Samples: Deposit Agreement (Palfinger Ag)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive such Shares may be deposited by any person by delivery thereof to any the Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Depositary or the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions provision of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australiaappropriate body, if any, which is then performing the function of governing the regulation of currency exchangeexchange under Irish law. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company Bank or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian or its nominee of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the such Shares are or have been recorded may thereafter receive upon or in respect of or upon redemption of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, Holder and for the account of such personHolder, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such Share certificates and other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified aboveabove specified, if any, such the Custodian shallshall take action to, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company Bank or the Foreign Registrar, if applicable, for registration of, or registration of transfer and recordation of of, the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a the Custodian or its nominee for the account and to the order of the Depositary or Depositary, at such other place or places as the Depositary shall determine.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery or transfer thereof to an account maintained by any Custodian hereunderhereunder for such purpose, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, and any dividend coupons for dividends to be paid in the future and rights to receive such dividend coupons or appropriate evidence thereof, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if . If the Depositary so requires, together with such person shall also deliver a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of Germany and any necessary approval has been granted by any governmental authority or body in the Commonwealth of Australia, if any, Germany which is then performing the function of the regulation of currency exchangeexchange or any other function which requires approval for the deposit of Shares and by any dividend coupons for dividends to be paid in the future and rights to receive such dividend coupons or appropriate evidence thereof. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a the Custodian for the account and to the order of the Depositary as the legal owner of the Deposited Securities at the Frankfurt/Main office of the Custodian or at Deutsche Borse Clearing AG, the central securities clearing and deposit bank in Germany which holds all share certificates representing the shares of German stock corporations traded on a German stock exchange, or at such other place or places as the Depositary shall determinedetermine following the prior written consent of the Company. The Depositary agrees to instruct the Custodian to place all Shares accepted for deposit under this Deposit Agreement into segregated accounts separate from any Shares of the Company that may be held by such Custodian under any other depositary receipt facility relating to the Shares.
Appears in 1 contract
Samples: Deposit Agreement (Sap Aktiengesellschaft Systems Applications Products in Data)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in such order, the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, which United Kingdom that is then performing the function of the regulation of currency exchangeexchange or other function, which requires approval for the deposit of Shares. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. The Depositary and the Custodian shall refuse to accept Shares for deposit if they have received a written notice from the Company that the Company has restricted transfer of those Shares under the articles of association or similar document of the Company or any applicable law or that the deposit would result in any violation of the articles of association or similar document of the Company or any applicable law. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if any, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by any person (including the Depositary in its individual capacity) by delivery thereof to any Custodian hereunderthe Custodian, accompanied by any appropriate instrument or instruments of transfer or instructions for transfer, or endorsement, endorsement in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, and together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, order a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share Shares shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any the governmental body in the Commonwealth of AustraliaUnited Kingdom, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company (or the Foreign appointed agent of the Company for transfer and registration of Shares, which may but need not be the Share Registrar, if applicable, ) are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property property, which any person in whose name the Shares are or have been recorded registered may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, thereof such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. The Depositary may also require that any Shares deposited be registered in the name of the Custodian or such other name as the Depositary and the Company shall require. At the request, risk and expense of any person proposing to deposit Shares or evidence of rights to receive SharesHolder, and for the account of such personHolder, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments documents and payments herein specifiedrequired under this Deposit Agreement, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a the Custodian of evidence of rights to receive Shares or of a certificate or certificates for Shares to be deposited hereunder, (other than Shares deposited in the form of bearer shares) together with the other documents and payments specified aboveherein specified, if any, the Custodian shall execute such Custodian shall, documents in such manner as soon as transfer shall be necessary and recordation can be accomplished, present such documents evidence of title rights or other instruments evidencing title as may be required under the Company's constitution certificate or similar document or applicable law or regulation certificates to the Company (or the Foreign Registrar, if applicable, appointed agent of the Company for transfer and recordation registration of Shares, which may but need not be the Share Registrar) for registration of, or registration of transfer of, the Shares being deposited in the name of the Depositary by the Holder or its nominee or such nominees, or the Custodian or its nomineenominee or nominees at the cost and expense of the Holder making such deposit. Deposited Securities shall be held by the Depositary or by a the Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Samples: Deposit Agreement (Signet Group PLC)
Deposit of Shares. Subject to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited by delivery thereof to any Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications and payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order, a Receipt or Receipts for the number of American Depositary Shares representing such deposit. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in the Commonwealth of Australia, if any, Hong Kong which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company or the Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request, request and risk and expense of any person proposing to deposit Shares or evidence of rights to receive Shares, and for the account of such person, the Depositary may receive certificates for Shares to be deposited, documents of title thereto or evidence that irrevocable instruments have been given to cause the transfer of Shares to the account of the Custodian, together with the other instruments and payments herein specified, for the purpose of forwarding such documents of title or such other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation and evidence Share certificates to the Custodian for deposit hereunder. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents and payments specified above, if anyabove specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such documents of title certificate or other instruments evidencing title as may be required under the Company's constitution or similar document or applicable law or regulation certificates to the Company or the Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary shall determine.
Appears in 1 contract