Deposit of Units. Subject to the terms and conditions of this Deposit Agreement, Units or evidence of rights to receive Units may be deposited under this Deposit Agreement by delivery thereof to any Custodian, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian. As conditions of accepting Units for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in that order American Depositary Shares representing those deposited Units, (iii) evidence satisfactory to the Depositary that those Units have been re-registered in the books of the Unit Depositary 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 for the transfer or deposit has been granted by any governmental body in each applicable jurisdiction and (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Units or to receive other property, that any person in whose name those Units are or have been recorded may thereafter receive upon or in respect of those Units, or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request and risk and expense of a person proposing to deposit Units, and for the account of that person, the Depositary may receive certificates for Units to be deposited, together with the other instruments specified in this Section, for the purpose of forwarding those Unit certificates to the Custodian for deposit under this Deposit Agreement. The Depositary shall instruct the Custodian that, upon each delivery to the Custodian of a certificate or certificates for Units to be deposited under this Deposit Agreement, together with the other documents specified in this Section, the Custodian shall, as soon as transfer and recordation can be accomplished, present that certificate or those certificates to the Unit Depositary or the Foreign Registrar, if applicable, for transfer and recordation of the Units being deposited in the name of the Depositary or its nominee or the Custodian or its nominee. Deposited Securities shall be held by the Depositary or by 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 4 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Getnet Adquirencia E Servicos Para Meios De Pagamento S.A.), Deposit Agreement (Bank of New York / Adr Division)
Deposit of Units. Subject to the terms and conditions of this Deposit Agreement, Units or evidence of rights to receive Units may be deposited under this Deposit Agreement by delivery thereof to any Custodianthe Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form reasonably satisfactory to the Custodian. As conditions of accepting , together with all such certifications as may be required from the person depositing the underlying Units for depositor any governmental agency, the Depositary may require (i) any certification required stock exchange, etc., by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, (ii) 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 that order such order, a Receipt or Receipts for the number of American Depositary Shares representing those deposited Unitssuch deposit. No Unit shall be accepted for deposit unless accompanied by evidence, (iii) evidence if any is required by the Depositary, that is reasonably satisfactory to the Depositary that those Units all conditions to such deposit have been re-registered in satisfied by the books of the Unit Depositary 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 person depositing such Units under Brazilian laws and regulations and any necessary approval for the transfer or deposit has been granted by any governmental body in each applicable jurisdiction and (v) Brazil, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Units presented for deposit at any time, whether or not the transfer books of the 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, that provides which will provide for the prompt transfer to the a Custodian of any dividend, or right to subscribe for additional Units or to receive other property, that property which any person in whose name those the Units are or have been recorded may thereafter receive upon or in respect of those such deposited Units, or, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request and risk and expense of a any person proposing to deposit Units, and for the account of that such person, the Depositary may receive certificates for Units or evidence of ownership of title to shares to be deposited, together with the other instruments specified in this Sectionherein specified, for the purpose of forwarding those Unit certificates such Units to the Custodian for deposit under this Deposit Agreementhereunder. The Depositary shall instruct the Custodian that, upon Upon each delivery to the Custodian of a certificate or certificates for or evidence of ownership and title to Units to be deposited under this Deposit Agreementhereunder, together with the other documents specified in this Sectionabove specified, the Custodian shall, as soon as transfer and recordation can be accomplished, present that such certificate or those certificates or evidence of ownership and title to the Unit Depositary or the Foreign Registrar, if applicable, for transfer and recordation of the Units being deposited in the name of the Depositary or its nominee or the Custodian or its nominee. Deposited Securities shall be held by the Depositary or by 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 (Bank of New York / Adr Division)
Deposit of Units. Subject to the terms and conditions of this Deposit Agreement, Units or evidence of rights to receive Units may be deposited under this Deposit Agreement by delivery thereof to any CustodianCustodian hereunder, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian. As conditions of accepting Units for deposit, the Depositary together with all such certifications as may require (i) any certification be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, (ii) or by the appropriate electronically effected entry in the Depository Register maintained by the CDP crediting the CDP Account of any Custodian or the CDP Account of any Depository Agent of any Custodian with the Units 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 that order such order, the number of American Depositary Shares representing those deposited Units, (iii) evidence satisfactory to the Depositary that those Units have been re-registered in the books of the such deposit. No Unit Depositary or the Foreign Registrar in the name of the Depositary, a Custodian or a nominee of the Depositary or a Custodian, (iv) shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval for the transfer or deposit has been granted by any governmental body in each Singapore that is then performing the function of the regulation of currency exchange. In addition, the Depositary and the Custodian shall refuse to accept Units for deposit (i) whenever notified in writing by the Issuer that the Issuer has restricted transfer of such Units to comply with delivery or transfer requirements and/or ownership restrictions referred to in this Deposit Agreement or under applicable jurisdiction law and (vii) in the case of a deposit of Units requested under this Section 2.02, if such deposit is not permitted under any restriction notified by the Issuer to the Depositary from time to time. If required by the Depositary, Units presented for deposit at any time, whether or not the transfer books of the 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, that provides which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Units or to receive other property, that property which any person in whose name those the Units are or have been recorded may thereafter receive upon or in respect of those such deposited Units, or, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request and risk and expense of a any person proposing to deposit Units, and for the account of that such person, the Depositary may receive certificates for Units to be deposited, together with the other instruments specified in this Sectionherein specified, for the purpose of forwarding those Unit such Share certificates to the Custodian for deposit under this Deposit Agreementhereunder. The Depositary shall instruct the Custodian that, upon Upon each delivery to the a Custodian of a certificate or certificates for Units to be deposited under this Deposit Agreementhereunder, together with the other documents specified in this Sectionabove, the such Custodian shall, as soon as transfer and recordation can be accomplished, present that such certificate or those certificates to the Unit Depositary Issuer or the Foreign Registrar, if applicable, for transfer and recordation of the Units being deposited in the name of the Depositary or its nominee or the such Custodian or its nominee. Deposited Securities shall be held by the Depositary or by the 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 Units. Subject to the terms and conditions of this Deposit Agreement, Units or evidence of rights to receive Units may be deposited under this Deposit Agreement by delivery thereof to any Custodian, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian. [1] NTD: Will you require the physical copy of the manual signature? Or simply PDF?. As conditions of accepting Units for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in that order American Depositary Shares representing those deposited Units, (iii) evidence satisfactory to the Depositary that those Units have been re-registered in the books of the Unit Depositary 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 for the transfer or deposit has been granted by any governmental body in each applicable jurisdiction and (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Units or to receive other property, that any person in whose name those Units are or have been recorded may thereafter receive upon or in respect of those Units, or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request and risk and expense of a person proposing to deposit Units, and for the account of that person, the Depositary may receive certificates for Units to be deposited, together with the other instruments specified in this Section, for the purpose of forwarding those Unit certificates to the Custodian for deposit under this Deposit Agreement. The Depositary shall instruct the Custodian that, upon each delivery to the Custodian of a certificate or certificates for Units to be deposited under this Deposit Agreement, together with the other documents specified in this Section, the Custodian shall, as soon as transfer and recordation can be accomplished, present that certificate or those certificates to the Unit Depositary or the Foreign Registrar, if applicable, for transfer and recordation of the Units being deposited in the name of the Depositary or its nominee or the Custodian or its nominee. Deposited Securities shall be held by the Depositary or by 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
Deposit of Units. Subject to the terms and conditions of this Deposit Agreement, Units or evidence of rights to receive Units may be deposited under this Deposit Agreement by delivery thereof to any the Custodian, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian. As conditions of accepting Units for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in that order American Depositary Shares representing those deposited Units, (iii) evidence satisfactory to the Depositary that those Units have been re-registered in the books of the Unit Depositary 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 for the transfer or deposit has been granted by any governmental body in each applicable jurisdiction and (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Units or to receive other property, that any person in whose name those Units are or have been recorded may thereafter receive upon or in respect of those Units, or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request and risk and expense of a person proposing to deposit Units, and for the account of that person, the Depositary may receive certificates for Units to be deposited, together with the other instruments specified in this Section, for the purpose of forwarding those Unit certificates to the Custodian for deposit under this Deposit Agreement. The Depositary shall instruct the Custodian that, upon each delivery to the Custodian it of a certificate or certificates for Units to be deposited under this Deposit Agreement, together with the other documents specified in this Section, the Custodian shall, as soon as transfer and recordation can be accomplished, present that certificate or those certificates to the Unit Depositary or the Foreign Registrar, if applicable, for transfer and recordation of the Units being deposited in the name of the Depositary or its nominee or the Custodian or its nominee. Deposited Securities shall be held by the Depositary or by 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 (Bank of New York / Adr Division)
Deposit of Units. Subject to the terms and conditions of this Deposit Agreement, Units or evidence of rights to receive Units may be deposited under this Deposit Agreement by any person including the Depositary in its individual capacity by (i) delivery thereof of certificates therefor to any the Custodian, accompanied by any appropriate instrument or instruments or instructions for transfer, of transfer or endorsement, in form satisfactory to the Custodian. As conditions of accepting Units for deposit, the Depositary may require (i) any certification required by the Depositary such Custodian or the Custodian in accordance with the provisions of this Deposit Agreement, (ii) electronic transfer of Units through the Foreign Registrar for credit to or for the account of the Custodian maintained with the Foreign Registrar for such purpose, in any case accompanied by delivery to the Custodian or the Depositary, as the case may be, of (x) a written order order, from the person depositing such Units or on whose behalf such Units are deposited, directing the Depositary to execute and deliver to, or upon the written order of, the person persons or persons stated in that such order American a Receipt or Receipts for the number of Global Depositary Shares representing those deposited Unitsthe Units so deposited, (iiiy) all such certifications as may be required by the Depositary or such Custodian in accordance with the provisions of this Deposit Agreement and (z) any payments, including the charges of the Depositary for the making of the deposits of Units and the issuance of Receipts (as set forth in Section 5.9). The Depositary and the Custodian may each refuse to accept for deposit Units or securities underlying such Units that it believes to be Restricted Securities. Persons depositing Units will be deemed to represent thereby that the deposit of such Units and the issuance of the GDRs upon such deposit are not restricted under the securities laws of the United States and that such Units are not Restricted Securities. The Depositary and the Custodian shall also refuse to accept Units for deposit whenever notified, as hereafter provided, that the Companies have restricted transfer of such Units to comply with the requirements of Section 2.6 or any ownership restrictions referred to in Section 3.5. The Companies shall notify the Depositary and the Custodian in writing with respect to any such restrictions on transfer of the Units for deposit hereunder or the Shares. No Units shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that those Units have been re-registered in the books (which may be an opinion of the Unit Depositary or the Foreign Registrar in the name of the Depositary, a Custodian or a nominee of the Depositary or a Custodian, (ivcounsel) evidence satisfactory to the Depositary that any necessary approval for the transfer or deposit has been granted by, or there has been compliance with the rules and regulations of, the CVM. If required by the Depositary, Units presented for deposit at any governmental body in each applicable jurisdiction and time, whether or not the transfer books of the Companies are closed, shall also be accompanied by (vi) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Units or to receive other property, that property which any person in whose name those the Units are or have been recorded may thereafter receive upon or in respect of those any such deposited Units, or, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the DepositaryDepositary and (ii) if the Units are registered in the name of the person presenting Units, or on whose behalf they are presented, for deposit, a proxy or proxies entitling the Custodian to vote such deposited Units for any and all purposes until the Units are registered in the name of the Custodian or its nominee. At the request and risk and expense of a person proposing to deposit any holder of Units, and for the account of that personsuch holder, the Depositary may receive certificates for Units to be deposited, or evidence that Units have been electronically transferred to the account of the Custodian, together with the other instruments herein specified in this Section, for the purpose of forwarding those Unit certificates such Units or such evidence to the Custodian for deposit under this Deposit Agreementhereunder. The Depositary shall instruct the Custodian that, upon Upon each delivery or electronic transfer to or for the account of a Custodian of a certificate Units (or certificates for Units other Deposited Securities pursuant to Sections 4.3, 4.4, 4.5 or 4.9) to be deposited hereunder, together with any other documents and payments required under this Deposit Agreement, together with the other documents specified in this Section, the Custodian shallmay require, as soon as transfer and recordation can be accomplishedis practicable, present that certificate or those certificates to confirmation of the Unit Depositary or the Foreign Registrar, if applicable, for transfer and recordation of the transfer of such Units being deposited (or other Deposited Securities) in the name of the Depositary or its nominee nominees or the Custodian or its nomineenominees at the cost and expense of the person making the deposit (or for whose benefit such deposit is made). Deposited Securities shall be held by the Depositary or by the a Custodian for the account and to the order of the Depositary Depositary, the Custodian or any of their nominees, or at such other place or places as the Depositary shall determine.
Appears in 1 contract
Deposit of Units. Subject to the terms and conditions of this Deposit Agreement, Units or evidence of rights to receive Units may be deposited under this Deposit Agreement by delivery thereof to any Custodian, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the Custodian. As conditions of accepting Units for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in that order American Depositary Shares representing those deposited Units, (iii) evidence satisfactory to the Depositary that those Units have been re-registered in the books of the Unit Depositary 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 for the transfer or deposit has been granted by any governmental body in each applicable jurisdiction and (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Units or to receive other property, that any person in whose name those Units are or have been recorded may thereafter receive upon or in respect of those Units, or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request and risk and expense of a person proposing to deposit Units, and for the account of that person, the Depositary may receive certificates for Units to be deposited, together with the other instruments specified in this Section, for the purpose of forwarding those Unit certificates to the Custodian for deposit under this Deposit Agreement. The Depositary shall instruct the each Custodian that, upon each delivery to the a Custodian of a certificate or certificates for Units to be deposited under this Deposit Agreement, together with the other documents specified in this Section, the that Custodian shall, as soon as transfer and recordation can be accomplished, present that certificate or those certificates to the Unit Depositary Company or the Foreign Registrar, if applicable, for transfer and recordation of the Units being deposited in the name of the Depositary or its nominee or the that Custodian or its nominee. Deposited Securities shall be held by the Depositary or by the 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 Units. Subject to the terms and conditions of this Deposit Agreement, Units or evidence of rights to receive Units may be deposited under this Deposit Agreement by delivery thereof to any Custodianthe Custodian hereunder, accompanied by any appropriate instrument or instruments or instructions for of transfer, or endorsement, in form satisfactory to the Custodian. As conditions of accepting Units for deposit, the Depositary together with all such certifications as may require (i) any certification be required by the Depositary or the Custodian or the Company upon written notification to the Depositary in accordance with the provisions of this Deposit Agreement, (ii) 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 that order such order, a Receipt or Receipts for the number of American Depositary Shares representing those deposited Units, (iii) evidence satisfactory to the Depositary that those such deposit. No Units have been re-registered in the books of the Unit Depositary or the Foreign Registrar in the name of the Depositary, a Custodian or a nominee of the Depositary or a Custodian, (iv) shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any necessary approval for the transfer or deposit has been granted by any governmental body in each applicable jurisdiction and (v) Brazil that is then performing the function of the regulation of currency exchange. If required by the Depositary, Units 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, that provides which will provide for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Units or to receive other property, that property which any person in whose name those the Units are or have been recorded may thereafter receive upon or in respect of those such deposited Units, or, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. At the request and request, risk and expense of a any person proposing to deposit Units, and for the account of that such person, the Depositary may receive certificates for Units to be deposited, together with the other instruments specified in this Sectionherein specified, for the purpose of forwarding those such Unit certificates to the Custodian for deposit under this Deposit Agreementhereunder. The Depositary shall instruct the Custodian that, upon Upon each delivery to the Custodian of a certificate or certificates for Units to be deposited under this Deposit Agreementhereunder, together with the other documents specified in this Sectionabove specified, the Custodian shall, as soon as transfer and recordation can be accomplished, present that such certificate or those certificates to the Unit Depositary or the Foreign Registrar, if applicable, for transfer and recordation of the Units being deposited in the name of the Depositary or its nominee or the Custodian or its nominee. Deposited Securities shall be held by the Depositary or by 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 (Bank of New York / Adr Division)