Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India), in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of India, and (E) if the Depositary so requires, (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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 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. No Shares shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India and any necessary approval has been granted by any governmental body in the Republic of India, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect of the Shares.
Appears in 3 contracts
Samples: Deposit Agreement (Rediff Com India LTD), Deposit Agreement (Rediff Communication LTD), Deposit Agreement (Rediff Communication LTD)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaSwitzerland, and (E) if the Depositary so requires, (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. 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, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13) 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 Certificated ADSs. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Switzerland and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaSwitzerland, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 3 contracts
Samples: Deposit Agreement (Nestle Sa), Deposit Agreement (Nestle Sa), Deposit Agreement (Nestle Sa)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of . the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of India, Cayman Islands and (E) if the Depositary so requires, (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. 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, Securities except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13) 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Cayman Islands and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaCayman Islands, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares or other Deposited Securities, or any Shares or other Deposited Securities the deposit of which would violate any provisions of the Amended and Restated Memorandum and Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to this Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 3 contracts
Samples: Deposit Agreement (Focus Media Holding LTD), Deposit Agreement (Focus Media Holding LTD), Deposit Agreement (Focus Media Holding LTD)
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of . the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this the Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaCayman Islands, and (E) if the Depositary so requires, (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. Without limiting any other provision of this the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, Securities except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.14) 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. No Shares shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Cayman Islands and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaCayman Islands, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 3 contracts
Samples: Deposit Agreement (Giant Interactive Group Inc.), Deposit Agreement (ATA Inc.), Deposit Agreement (ATA Inc.)
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this the Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of India, and (E) if the Depositary so requires, (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. Without limiting any other provision of this the 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.14) 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. No Shares shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India and any necessary approval has been granted by any applicable governmental body in the Republic of India, if any. In particular, which is then performing and without limiting the function generality of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facilityforegoing, the Deposited Securities may not be redeposited Depositary agrees to comply, and will cause the Custodian to comply, with the Depositary numerical limitations and other applicable conditions set forth in the Operative Guidelines for the Limited Two-way Fungibility of ADRs under this Deposit Agreementthe "Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993, as amended" issued by the Indian Ministry of Finance. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 3 contracts
Samples: Deposit Agreement (Sterlite Industries (India) LTD), Deposit Agreement (Sterlite Industries (India) LTD), Deposit Agreement (Sterlite Industries (India) LTD)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the such Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's ’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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that (i) all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaUnited Kingdom and (ii) there has been compliance with applicable United States securities laws, and (E) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any the 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 such Shares for any and all purposes until the such Shares so deposited are registered in the name of the Depositary, the Custodian or any nominee. 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, Securities (except as contemplated by Section 2.122.13), provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 nor (b) any fractional Shares or fractional Deposited Securities nor or (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Shares shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India United Kingdom and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaUnited Kingdom, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless in compliance with the terms of Section 2.13 or unless a registration statement is in effect as to such Shares or other Deposited Securities, or (B) any Shares or other securities the deposit of which would violate any provisions of the Memorandum and Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to this Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (timely received by the Depositary) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States.
Appears in 2 contracts
Samples: Deposit Agreement, Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, Custodian and (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counselcounsel provided, that the Company shall not be required to pay the costs of obtaining any such opinion) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaUnited Kingdom, and (E) if the Depositary so requires, (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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 Securities 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India United Kingdom and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaUnited Kingdom, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 2 contracts
Samples: Deposit Agreement (Imperial Chemical Industries PLC), Deposit Agreement (Imperial Chemical Industries PLC)
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India), in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer of the Shares to the Custodian and that the Shares have been registered in the name of the Custodian, the Depositary or any of their respective nominees or that irrevocable instructions have been given to cause such Shares to be so transferredtransferred and that the Shares have been registered in the name of the Custodian, the Depositary or any of their respective nominees, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this the Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaNorway, and (E) if the Depositary so requires, (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. Without limiting any other provision of this the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, Securities except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.14 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. No Shares shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Norway and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaNorway, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 2 contracts
Samples: Deposit Agreement (Petrojarl Asa), Deposit Agreement (Petrojarl Asa)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaAustralia, and (E) if the Depositary so requires, (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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 nor Securities or (b) any fractional Shares or fractional Deposited Securities nor or (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Australia and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaAustralia, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 2 contracts
Samples: Deposit Agreement (Santos LTD /Fi), Deposit Agreement (Santos LTD /Fi)
Deposit with Custodian. Subject to the terms and conditions of this ADS Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this ADS Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the The Republic of IndiaFrance, and (E) if the Depositary so requires, (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. Without limiting any other provision of this ADS Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, Securities except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the The Republic of India France and any necessary approval has been granted by any applicable governmental body in the The Republic of IndiaFrance, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 2 contracts
Samples: Ads Deposit Agreement (Air France /Fi), Ads Deposit Agreement (Air France-KLM /Fi)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, the Depositary shall issue ADRs for delivery at the Depositary's Office against delivery or transfer to the Custodian of: (a) Shares by credit to the account of the Custodian with a Clearing Agent or evidence as the Custodian may otherwise specify; or (b) subject to the provisions of Section 4.3 below, rights to receive Shares. ADRs issued upon the deposit of rights to receive Shares may be in accordance with clause (b) of this Section 3.1 are hereinafter referred to as "Pre-Released ADRs", and each such issuance as a "Pre-Release", until such time as Shares are deposited by with the Custodian in accordance with clause (a) of this Section 3.
1. In connection with any person (including such deposit, the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, Custodian may require a written order from the person making such deposit specifying the person or persons in whose name the ADRs are closed, by to be issued (a "Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit AgreementOrder"). Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered certificated form, appropriate instruments such Shares or the certificates representing such Shares and an executed instrument of transfer or endorsement (including, if necessary, fully executed thereof in favour of such person as the Custodian may direct and stamped instruments of transfer as required under the laws of the Republic of India), in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, any applicable taxes and governmental charges and the Depositary's fees fees, and related chargescharges in accordance with Exhibit B) and evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way of receipt) as may be reasonably required by the Depositary Depositary, Custodian or any Clearing Agent, as the Custodian case may be, in accordance with the provisions of this Deposit Agreement and applicable lawAgreement, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) person or persons stated in such order a Receipt an ADR or Receipts ADRs for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be include an opinion of counselcounsel 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, or and there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaIreland, and (E) if the Depositary so requires, (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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 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. No Shares Share shall be accepted for deposit unless accompanied by confirmation or such additional 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 the laws and regulations of the Republic of India Ireland and any necessary approval has been granted by any governmental body in the Republic of IndiaIreland, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facilitySubject to Section 4.3, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs Receipts against evidence of rights to receive Shares from the Company, any Clearing Agent, the Foreign Registrar, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence Without limitation of rights the foregoing, the Depositary shall consist not knowingly accept for deposit under this Agreement any Shares required to be registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares. The Depositary will use commercially reasonable efforts to comply with reasonable written blanket 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 in order to facilitate the Company's compliance with the securities laws in the United States or specific guarantees its contractual obligations. As soon as practicable after receipt of ownership any permitted deposit hereunder and compliance with the provisions of this Agreement, the Custodian shall present the Shares furnished so deposited, together with the appropriate instrument or instruments of transfer or endorsement, duly stamped, to the Foreign Registrar for transfer and registration of the Shares (as soon as transfer and registration can be accomplished and at the expense of the person for whom the deposit is made) in the name of the Depositary, the Custodian or a nominee of either. Deposited Securities shall be held by the Company Depositary or by a Custodian for the account and to the order of the Depositary or a nominee, in each case for the account of the Holders and Beneficial Owners, at such place or places as the Depositary or the Custodian shall determine. In the event any such custodian, registrar, transfer agent, clearing agency Shares are deposited which entitle the holders thereof to receive a per-share distribution or other entity entitlement in an amount different from the Shares then on deposit, the Depositary is authorized by to take any and all actions as may be necessary (including, without limitation, making the Company necessary notations on ADRs) to maintain ownership or transaction records in respect give effect to the issuance of such ADSs and to ensure that such ADSs are not fungible with other ADSs issued hereunder until such time as the entitlement of the SharesShares represented by such non-fungible ADSs equals that of the Shares represented by ADSs prior to the original 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 2 contracts
Samples: Deposit Agreement (Iona Technologies PLC), Deposit Agreement (Iona Technologies PLC)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company Depositary or the Share Registrar, if any, Company are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India), in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of form with the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer related dividend sheets to the Custodian or that irrevocable instructions have been given to cause in the securities account maintained by the Custodian for such Shares to be so transferred, purpose at NECIGEF. (BA) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable lawAgreement, (CB) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) person or persons stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (DC) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaThe Netherlands, and (ED) if the Depositary so requires, (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 Custodian. Any person depositing Shares hereunder shall be deemed to represent that 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 nomineenot Restricted Securities. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 Securities 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India The Netherlands and any necessary approval has been granted by any governmental body in the Republic of IndiaThe Netherlands, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect on behalf of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.
Appears in 2 contracts
Samples: Deposit Agreement (TNT N.V./ADR), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of . the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this the Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaGermany, and (E) if the Depositary so requires, (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 (subject to the terms of the Deposit Agreement, including, without limitation, Section 4.10 of the Deposit Agreement) for any and all purposes until the Shares so deposited are registered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, Securities except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.14) 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. No Shares shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Germany and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaGermany, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Company's Articles of Association and By-laws. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 2 contracts
Samples: Deposit Agreement (Qimonda AG), Deposit Agreement (Qimonda AG)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (in the case of the Company, or any Affiliate, subject to Section 5.07 hereof) including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares delivery thereof to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(ia) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (iib) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iiic) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, together with (Bi) all such certifications and payments (including, without limitation, the Depositary's fees those referred to in Exhibit B hereto, and related chargesamounts in respect of any applicable stamp, transfer or other applicable taxes) and or evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way of receipt) as may be reasonably required by the Depositary or the such Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (Cii) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) person or persons stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited. If required by the Depositary, Shares presented for deposit shall also be accompanied by (D1) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted byagreement or assignment, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of India, and (E) if the Depositary so requires, (i) an agreement, assignment or other instrument satisfactory to the Depositary or the Custodian Depositary, which provides will provide for the prompt transfer by 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 to the Custodian of any distribution, may thereafter receive upon or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares orShares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian and (ii2) 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 vote such deposited Shares for any and all purposes until the Shares so deposited are registered in the name of the DepositaryDepositary or its nominee or the Custodian or its nominee. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder. The Depositary has instructed, or shall instruct, the Custodian to advise the Depositary of any deposit of shares (or any other Deposited Securities), upon each delivery to a Custodian of Shares to be deposited hereunder (or other Deposited Securities pursuant to Section 4.03, 4.04, 4.05 or 4.09), together with the other documents above specified, and to present, as soon as transfer and recordation can be accomplished, such certificate or certificates, together with the appropriate instrument or instruments of transfer or endorsement, duly stamped to the Company (or the Share Registrar) for transfer and recordation of the Deposited Securities being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. 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, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.11 hereof) nor (b) any Shares or other Deposited Securities required to be registered under the provisions of the Securities Act unless a registration statement is in effect as to such Shares or other Deposited Securities or such Shares or other Deposited Securities will be issued pursuant to an exemption from registration under the Securities Act, or any Shares or other Deposited Securities the deposit of which would violate any provisions of the Articles of Association of the Company nor (c) any fractional Shares or fractional Deposited Securities nor (cd) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Shares Share shall be accepted for deposit unless accompanied by (a) payment in respect of any applicable taxes or duties and (b) evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that (i) all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of the Republic The United Kingdom (which evidence may be an opinion of India counsel) and (ii) any necessary approval has been granted by any applicable governmental body in the Republic of IndiaThe United Kingdom, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary, the Custodian or any of their nominees (on behalf of Holders and Beneficial Owners) at such other place or places as the Depositary shall determine.
Appears in 2 contracts
Samples: Deposit Agreement (WPP Group PLC), Deposit Agreement (WPP Group PLC)
Deposit with Custodian. Subject to the terms and conditions of this ADW Deposit Agreement and applicable law, Shares Warrants or evidence of rights to receive Shares Warrants (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Warrant Registrar, if any, are closed, by Delivery of the Shares Warrants to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares Warrants shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India), in a form satisfactory to the Custodian, (ii) in the case of Shares Warrants represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares Warrants delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares Warrants to be so transferred, (B) 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 Warrants by way of receipt) as may be reasonably required by the Depositary or the Custodian in accordance with the provisions of this ADW Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADWs representing the Shares Warrants so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the The Republic of IndiaFrance, and (E) if the Depositary so requires, (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 Warrants are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares Warrants or to receive other property in respect of any such deposited Shares Warrants 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 nomineeCustodian. Without limiting any other provision of this ADW Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, Securities except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13 nor (b) any fractional Shares Warrants or fractional Deposited Securities nor (c) a number of Shares Warrants or Deposited Securities which upon application of the ADS ADW to Shares Warrants ratio would give rise to fractional ADSsADWs. No Shares Warrant shall be accepted for deposit unless accompanied by 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 Warrants under the laws and regulations of the The Republic of India France and any necessary approval has been granted by any applicable governmental body in the The Republic of IndiaFrance, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs ADWs against evidence of rights to receive Shares Warrants from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the SharesWarrants. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares Warrants furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the SharesWarrants.
Appears in 2 contracts
Samples: Adw Deposit Agreement (Air France /Fi), Adw Deposit Agreement (Air France /Fi)
Deposit with Custodian. The Depositary and the Company have been advised that under current ROC law, no deposits of Eligible Securities may be made in the ADS Facility, and no ADSs may be issued against such deposits, without receipt of specific approval of the ROC Securities and Futures Commission (the "SFC"), except in connection with the offering and the issuance of additional Eligible Securities in connection with (i) dividends on or free distributions of Eligible Securities, (ii) the exercise by Holders of their preemptive rights applicable to Eligible Securities evidenced by ADSs in the event of capital increases for cash or (iii) Entitlement Certificates or Shares delivered to holders of Bonds in connection with the exercise of conversion or exchange rights of Bonds for ADSs to the extent covered by SFC approval or (iv) as permitted hereunder, the purchase by any person directly or through the Depositary of Shares on the TSE or delivery of Shares to the Custodian for deposit in the ADS Facility, provided that the total number of ADSs outstanding after an issuance described in clause (iv) does not exceed the number of issued ADSs previously approved by the SFC (plus any ADSs created pursuant to clauses (i) and (ii) above). The Depositary and the Company have been advised that under current ROC law, in calculating the number of ADSs outstanding after the ADSs have been canceled upon the withdrawal of the corresponding Shares from the ADS facility, ADSs will continue to be deemed outstanding solely for such purpose if such Shares have not been sold in the ROC market following their withdrawal and continue to be held in the form of Shares by a non-ROC person. Subject to applicable laws and regulations of the Republic of China and to the terms and conditions of this Deposit Agreement and applicable law, Shares Eligible Securities or evidence of rights to receive Shares Eligible Securities (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity capacity, but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or maintained by the Share Eligible Securities Registrar, if any, are closed, by Delivery of the Shares Eligible Securities to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares Eligible Securities shall be accompanied by the following: (A)
) (i) in the case of Shares Eligible Securities represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, and (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares Eligible Securities delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares Eligible Securities to be so transferred, (B) 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 Eligible Securities by way of receipt) as may be reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares Eligible Securities so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaChina, provided, however, that no opinion of counsel shall be necessary in connection with the deposit by the Company of a free distribution of Eligible Securities by way of dividend or stock split (other than elective distributions), and (E) if the Depositary so requires, (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 Eligible Securities are or have been recorded to the Depositary, the Custodian or any nominee of any distribution, or right to subscribe for additional Shares Eligible Securities or to receive other property in respect of any such deposited Shares Eligible Securities or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian and (ii) subject to ROC law and regulations if the Shares Eligible Securities are registered in the name of the person on whose behalf they are presented for deposit, a proxy or proxies an authorization entitling the Depositary, the Custodian or any nominee to exercise voting rights in respect of the Shares Eligible Securities for any and all purposes until the Shares Eligible Securities so deposited are registered in the name of the Depositary, the Custodian or any nominee, as representative of the Holders and Beneficial Owners. The Initial Deposit(s) of Eligible Securities into the ADR Facility will be made, by or on behalf of the Company and certain shareholders approved to sell ADSs in the Offering, by (i) the Delivery to the Custodian by the Company of Shares and/or a Certificate of Payment evidencing the irrevocable right to receive the physical share certificates representing the Shares registered in the name of the nominee of the Depositary as representative of the Holders and Beneficial Owners, as instructed by the Depositary and (ii) the Delivery to the Custodian of Shares by or on behalf of certain selling shareholders. Subject to the terms and conditions of this Deposit Agreement, upon such Initial Deposit(s), the Depositary shall execute and deliver ADRs evidencing the ADSs representing the Deposited Securities constituting the Initial Deposit(s) in the manner provided in Section 2.5. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and neither the Depositary nor the Custodian, nor any nominee, agent or person acting on their behalf, shall not knowingly, accept for deposit (a) any Restricted SecuritiesSecurities nor (b) any fractional Eligible Securities nor (c) a number of Eligible Securities which upon application of the ADS-to-Eligible Securities ratio would give rise to fractional ADSs. In addition, except the Depositary and the Custodian shall refuse to accept Shares for deposit (i) whenever notified, as contemplated by Section 2.12hereafter provided, provided that the Company has restricted transfer of such Shares to comply with any delivery or transfer requirements and/or ownership restrictions referred to in Section 3.5 nor this Deposit Agreement or under applicable law or (bii) any fractional Shares or fractional Deposited Securities nor (c) in the case of a number deposit of Shares requested under Section 2.3 (iv), if such deposit is not permitted under any legal restriction notified by the Company to the Depositary from time to time, which restrictions may specify black-out periods during which deposits may not be made, minimum or Deposited maximum numbers of Shares and frequencies of deposit. Other than the Eligible Securities which upon application deposited by the Company that constitute a free distribution of the ADS to Shares ratio would give rise to fractional ADSs. No Shares Eligible Securities by way of dividend or stock split (other than elective distributions), no Eligible Securities shall be accepted for deposit unless accompanied by 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 Eligible Securities under the laws and regulations of the Republic of India China and any necessary governmental approval has been granted by any governmental body in the Republic of IndiaChina, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares Eligible Securities from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the SharesEligible Securities. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares Eligible Securities furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the SharesEligible Securities.
Appears in 2 contracts
Samples: Deposit Agreement (Au Optronics Corp), Deposit Agreement (Au Optronics Corp)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaCayman Islands, and (E) if the Depositary so requires, (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. 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, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13) 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Cayman Islands and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaCayman Islands, if any. Persons depositing Shares, which is then performing other than the function Company in connection with (i) the initial deposit of Shares in connection with the initial public offering by the Company as registered with the Commission on Registration Statement on Form F-1 under the Securities Act (Commission number 333-116172) and (ii) the deposit of Shares constituting a free distribution of Shares by way of dividend or stock split, may be required by the Depositary to present appropriate evidence (including, if requested, opinions of counsel), at such persons' expense, satisfactory to the Depositary and the Company that such Shares and the issuance of the regulator ADRs evidencing the ADSs issuable upon such deposit are not Restricted Securities. In addition, the Depositary and the Custodian shall refuse to accept Shares for deposit (i) whenever notified that the Company has restricted transfer of currency exchange. Unless current such Shares to comply with Delivery or transfer requirements and/or ownership restrictions referred to in this Deposit Agreement or under applicable law changesand (ii) in the case of a deposit of Shares requested under this Section 2.3, once withdrawn from if such deposit is not permitted under any restriction notified by the depositary facility, the Deposited Securities may not be redeposited with Company to the Depositary under this Deposit Agreementfrom time to time. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 2 contracts
Samples: Deposit Agreement (Kongzhong Corp), Deposit Agreement (Kongzhong Corp)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares (other than Restricted Securities) or evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares, excluding evidence of the right to receive (i) Shares to be distributed in a dividend or free distribution of Shares, (ii) Shares with respect to which the full purchase price has not been paid, (iii) Shares as to which preemptive rights have theretofore not been validly waived or exercised or (iv) Restricted Shares, from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share RegistrarRegistrars, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaCayman Islands, and (E) if the Depositary so requires, (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. 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, Securities except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 nor 2.13 or (b) any fractional Shares or fractional Deposited Securities nor or (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Shares Share shall be accepted for deposit unless accompanied by 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 the applicable laws and regulations of the Republic of India and any necessary approval has been granted by any applicable governmental body in the Republic of India, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreementbody. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 2 contracts
Samples: Deposit Agreement (Hutchison Telecommunications International LTD), Deposit Agreement (Hutchison Telecommunications International LTD)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares may be deposited under this Deposit Agreement by any person (including the execution of a Poliza in favor of the Depositary in or its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrarnominee and delivery thereof and, if anyrequired to effectuate the legal transfer of title of a security under Spanish law and not otherwise delivered, are closed, by Delivery of the certificates representing such Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Custodian together with any other documents and payments required under this Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) , and written instructions, substantially in the case of Shares represented by certificates issued in registered formform of, appropriate instruments of transfer or endorsement (includingto substantially the same effect as provided in, if necessaryExhibit B hereto, fully executed and stamped instruments of transfer as required under the laws of the Republic of India), in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) person or persons stated in such order instructions a Receipt or Receipts for the number of American Depositary Shares corresponding to such deposited Shares. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may accept Shares to be deposited under this Agreement upon the execution of a Poliza in favor of the Depositary or its nominee and delivery thereof and, if required to effectuate the legal transfer of title of a security under Spanish law and not otherwise delivered, certificates representing the such Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance in each case together with the rules and regulations of, any applicable governmental agency in the Republic of India, and (E) if the Depositary so requires, (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. Without limiting any other provision of documents and payments required under this Deposit Agreement, and written instructions, substantially in the form of, or to substantially the same effect as provided in, Exhibit B hereto, directing the Depositary shall instruct to execute and deliver to, or upon the written order of, the person or persons stated in such instructions a Receipt or Receipts for the number of American Depositary Shares corresponding to such deposited Shares, for the purpose of forwarding such Share certificates and Poliza to the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 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 ADSshereunder. No Shares shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably evidence satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of the Republic of India and any necessary approval has been granted by any the governmental authority or body in the Republic of India, if any, which Spain that is then performing the function of the regulator regulation of currency exchange. Unless current applicable law changes, once withdrawn from exchange and the depositary facility, governmental authority or body in Spain that is then performing the Deposited Securities may not be redeposited with function of monitoring the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence level of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain foreign ownership or transaction records in respect of the Shares. Such evidence of rights Neither the Depositary nor the Custodian shall consist of written blanket or specific guarantees of ownership accept for deposit a number of Shares furnished by that would result in the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect issuance of the Sharesa fractional American Depositary Share.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Banco Bilbao Vizcaya Argentaria, S.A.)
Deposit with Custodian. The Company or any other person acting on behalf of the Company will, subject to the Scheme of Arrangement becoming effective, make the Initial Deposit by Delivery to the Custodian of Shares, registered in the name of the Depositary or its nominee (as directed by the Depositary) who will be the holder of record of all such Shares. Subject to the terms and conditions of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not, accept Shares for deposit under this Deposit Agreement and applicable lawsubsequent to the Initial Deposit other than (i) Shares issued to the person in whose name Deposited Securities are recorded (the "Registered Shareholder") as a dividend or free distribution upon such Deposited Securities pursuant to Section 4.2 (including a bonus issue of Shares), (ii) Shares acquired by the Registered Shareholder, Holders or Beneficial Owners from the Company through the exercise of rights, warrants or options distributed by the Company to such persons in respect of Deposited Securities, (iii) securities issued by the Company to the Registered Shareholder as such in respect of Deposited Securities as a result of reclassification of Shares or evidence of rights other Deposited Securities or similar event pursuant to receive Shares Section 4.11, and (iv) as may otherwise be deposited permitted by any person (including applicable law and agreed by the Company and the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, writing from time to Section 5.7 hereof) time. Permitted deposits may be made at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: and (A)
) (i) in the case of Shares represented by certificates issued in registered form, ) appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the CustodianCustodian or, (ii) in the case of Shares represented by certificates in bearer form, ) of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Global Depositary Shares representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of India, and (E) if the Depositary so requires, (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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 Securities nor (b) any fractional Shares or fractional Deposited Securities nor (c) a number of Shares or Deposited Securities which upon application of the ADS GDS to Shares ratio would give rise to fractional ADSs. GDSs nor (d) any Shares whenever it has been notified by the Company (and the Company hereby agrees to provide such notification in writing to the Depositary and the Custodian) that the Company has restricted transfer of such Shares to comply with the ownership restrictions referred to in Section 3.5 or that such deposit would result in any violation of applicable laws.. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India and any necessary approval has been granted by any governmental body in the Republic of India, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's ’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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaCayman Islands, and (E) if the Depositary so requires, (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. 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, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13) 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Cayman Islands and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaCayman Islands, if any. Persons depositing Shares, which is then performing other than the function Company in connection with (i) the initial deposit of Shares in connection with the initial public offering by the Company as registered with the Commission on Registration Statement on Form F-1 under the Securities Act (Commission number [insert registration number]) and (ii) the deposit of Shares constituting a free distribution of Shares by way of dividend or stock split, may be required by the Depositary to present appropriate evidence (including, if requested, opinions of counsel), at such persons’ expense, satisfactory to the Depositary and the Company that such Shares and the issuance of the regulator ADSs issuable upon such deposit are not Restricted Securities. In addition, the Depositary and the Custodian shall refuse to accept Shares for deposit (i) whenever notified that the Company has restricted transfer of currency exchange. Unless current such Shares to comply with Delivery or transfer requirements and/or ownership restrictions referred to in this Deposit Agreement or under applicable law changesand (ii) in the case of a deposit of Shares requested under this Section 2.3, once withdrawn from if such deposit is not permitted under any restriction notified by the depositary facility, the Deposited Securities may not be redeposited with Company to the Depositary under this Deposit Agreementfrom time to time. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary, the Custodian or any nominee agent or person acting on their behalf shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares or other Deposited Securities, or any Shares or other Deposited Securities the deposit of which would violate any provisions of the memorandum and articles of association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to this Deposit Agreement and shall not be required to make any further investigation. Except that the Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States and other jurisdictions.
Appears in 1 contract
Samples: Deposit Agreement (China Medical Technologies, Inc.)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of India, and (E) if the Depositary so requires, (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 nomineenominee and (F) such certifications from prospective depositors and such opinions from counsel to prospective depositors as may be determined by the Depositary and the Company to be reasonably necessary to confirm that (i) such Shares are not Restricted Securities (unless the provisions of Section 2.13 apply) and (ii) in the case of deposits of Shares issued in respect of certain convertible notes issued by the Company, that the depositor (x) acknowledges that the Shares have not been listed for trading on the Indian Stock Exchanges and are not, for a period of 45 days following such deposit, eligible for withdrawal under the terms hereof and (y) agrees to notify any subsequent purchaser of the restriction described in (x) above. In any instance in which the Company is depositing Shares on behalf of a prospective Holder in connection with deliveries of GDSs issued upon conversion of convertible securities of the Company or otherwise, then the certifications, evidence, orders, and other documents referred to in the preceding sentence shall be provided by or on behalf of the prospective Holder in the same manner as if the prospective Holder were the prospective depositor. 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, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13) 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India and any necessary approval has been granted by any applicable governmental body in the Republic of India, if any. In particular, which is then performing and without limiting the function generality of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facilityforegoing, the Deposited Securities may not be redeposited Depositary agrees to comply, and will cause the Custodian to comply, with the numerical limitations and other applicable conditions set forth in the Operative Guidelines for the Limited Two-way Fungibility of ADRs/GDRs under the "Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depositary under this Deposit AgreementReceipt Mechanism) Scheme, 1993" issued by the Reserve Bank of India. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of ---------------------- this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: and (A)
) (i) in the case of Shares represented by certificates issued in registered form, ) appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the CustodianCustodian or, (ii) in the case of Shares represented by certificates in bearer form, ) of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaThe Netherlands, and (E) if the Depositary so requires, (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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 Securities 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India The Netherlands and any necessary approval has been granted by any governmental body in the Republic of IndiaThe Netherlands, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Samples: Deposit Agreement (United Pan Europe Communications Nv)
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of . the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaAustralia, and (E) if the Depositary so requires, (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. 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, Securities except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.14) 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. No Shares shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Australia and any necessary approval has been granted by any applicable governmental body in the Republic of India, Australia if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Constitution of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 1 contract
Samples: Deposit Agreement (BHP Billiton LTD)
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of . the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's ’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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaAustralia, and (E) if the Depositary so requires, (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. 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, Securities except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.14) 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. No Shares shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Australia and any necessary approval has been granted by any applicable governmental body in the Republic of India, Australia if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Constitution of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States.
Appears in 1 contract
Samples: Deposit Agreement (BHP Billiton LTD)
Deposit with Custodian. Subject to the terms and ---------------------- conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian; provided that, provided that -------- ---- Restricted Shares may be deposited only upon the terms expressly permitted by contemplated in Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferredCustodian, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of India, and (E) if the Depositary so requires, (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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India and any necessary approval has been granted by any governmental body in the Republic of India, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, and (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this the Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in Brazil, except, as the Republic case may be, for the approval of Indiathe ADR program by the Brazilian Securities and Exchange Commission (Comissao de Valores Mobiliarios, also known as "CVM"), and (E) if the Depositary so requires, (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 (subject to the terms of the Deposit Agreement, including, without limitation, Section 4.10 of the Deposit Agreement) for any and all purposes until the Shares so deposited are registered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.14) 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. No Shares shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Brazil and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaBrazil, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Brazilian Central Bank (Banco Central do Brasil, also known as "BACEN"), CVM, BOVESPA, the BOVESPA Novo Mercado listing segment and Bylaws ox xxx Xompany. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)transfer, in a form satisfactory to the Custodian, and (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaLuxembourg, and (E) if the Depositary so requires, (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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 Securities 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Luxembourg and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaLuxembourg, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of . the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfertransfer and recordation, confirmation of such book-entry transfer and recordation in the books of the Share Registrar or of the Indian Central Depository System, as applicable, to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferredtransferred and recorded, (B) such certifications and payments (including, without limitation, the Depositary's ’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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this the Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of India, and (E) if the Depositary so requires, (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. Without limiting any other provision of this the 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.14 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. No Shares shall be accepted for deposit unless accompanied by evidence, if any is required by the DepositaryDepositary or the Custodian, 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 the laws and regulations of the Republic of India and any necessary approval has been granted by any applicable governmental body in the Republic of India, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Notwithstanding the foregoing, no Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary or the Custodian, that is reasonably satisfactory to the Depositary or the Custodian that all conditions for such deposit have been satisfied by the person depositing such Shares under the laws and regulations of India and any necessary approval has been granted by any governmental body in India, which is then performing the function of the regulator of currency exchange. In particular, and without limiting the generality of the foregoing, the Depositary agrees to comply, and will cause the Custodian to comply, with the numerical limitations and other applicable conditions set forth in the Operative Guidelines for the Limited Two-way Fungibility of ADRs/GDRs under the "Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993" issued by the Reserve Bank of India, as amended and supplemented from time to time by the Reserve Bank of India (as so amended and supplemented, the “Two-Way Fungibility Scheme”). The Company agrees to provide to the Custodian on a weekly basis any and all information that may be requested by the Custodian under the Two-Way Fungibility Scheme and any other information that the Custodian may reasonably request in connection with the maintenance of the ADR program pursuant to the terms of the Deposit Agreement under applicable Indian laws and regulations. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the such Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaUnited Kingdom, and (E) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any the 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 such Shares for any and all purposes until the such Shares so deposited are registered in the name of the Depositary, the Custodian or any nominee. 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, Securities (except as contemplated by Section 2.122.13), provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 nor (b) any fractional Shares or fractional Deposited Securities nor or (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Shares shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India United Kingdom and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaUnited Kingdom, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless in compliance with the terms of Section 2.13 or unless a registration statement is in effect as to such Shares or other Deposited Securities, or (B) any Shares or other securities the deposit of which would violate any provisions of the Memorandum and Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to this Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (timely received by the Depositary) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 1 contract
Samples: Deposit Agreement (Unilever PLC)
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form reasonably satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of . the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's ’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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaAustralia, and (E) if the Depositary so requires, (i) an agreement, assignment or instrument reasonably 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 reasonably 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. 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, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.14) 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. No Shares shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian Custodian, that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of the Republic of India Australia and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaAustralia, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Constitution of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Foreign Registrar, if any, are closed, by Delivery of the Shares to the CustodianCustodian (such Delivery, provided that Restricted Shares may be deposited only upon if through electronic transfer of shares through Danish Securities Center or any successor thereto, to the terms expressly permitted by Section 2.12 account of the Deposit AgreementCustodian maintained for such purpose). Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates issued in bearer form, of such Shares or the requisite coupons and talons pertaining thereto, certificates representing such Shares and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable lawAgreement, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) person or persons stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be include an opinion of counselcounsel reasonably satisfactory to the Depositary) that all conditions to such deposit have been met and all necessary approvals have been granted by, or and there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaDenmark, and (E) if the Depositary so requires, (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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 nor Securities or (b) any fractional Shares or fractional Deposited Securities nor or (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Shares Share shall be accepted for deposit unless accompanied by confirmation or such additional 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 the laws and regulations of the Republic of India Denmark and any necessary approval has been granted by any governmental body in the Republic of IndiaDenmark, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect on behalf of the Sharesholder thereof.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, Shares or evidence of rights to receive Shares may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case i) delivery of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares certificates therefor to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, an appropriate instrument or instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case electronic transfer of Shares represented by certificates in bearer form, through Indeval to the account of the requisite coupons and talons pertaining thereto, and Custodian maintained for such purpose or (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer delivery to the Custodian or of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be so transferredtransferred to such account, (B) in any case accompanied by appropriate instructions for transfer in a form satisfactory to the Custodian, together with 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable lawAgreement, (C) and, if the Depositary so reasonably requires, together with a written order order, directing the Depositary to execute and deliver to, or upon the written order of, the person(s) person or persons stated in such order a Receipt or Receipts Receipts, for the number of American Depositary Shares representing the such deposited Shares. No Shares so deposited, (D) shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary (which may be an opinion of counsel) that all any necessary approvals have approval has been granted byby the governmental authority or body in Mexico, if any, which is then performing the functions of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the books of the Issuer (or those maintained by Indeval) are closed, shall also be accompanied by an agreement or assignment, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of India, and (E) if the Depositary so requires, (i) an agreement, assignment or other instrument satisfactory to the Depositary or the Custodian Depositary, which provides will provide for the prompt transfer by 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 to the Custodian of any distribution, may thereafter receive upon or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares orShares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary. The Issuer shall have no responsibility in this regard. At the request and risk and expense of any Holder, and for the account of such Holder, the Depositary or may receive certificates for the Shares to be deposited, together with the other documents and payments herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder. Upon each delivery to the Custodian of a certificate or certificates for Shares or of Shares by electronic transfer (or delivery of certificates for or electronic transfer of other Deposited Securities pursuant to Sections 4.03, 4.04 and 4.08) to be deposited hereunder, together with any other documents and payments required under this Deposit Agreement, the custodian shall, as soon as is practicable, obtain confirmation of the recordation of transfer of such Shares (iior other Deposited Securities) if the Shares are registered in the name of the person on whose behalf they are presented for deposit, a proxy Custodian or proxies entitling its nominee at the Custodian to exercise voting rights in respect cost and expense of the Shares for any and all purposes until person making the Shares so deposited are registered in the name of the Depositary, the Custodian or any nominee. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 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. No Shares shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to whose benefit such deposit have been satisfied by the person depositing such Shares under the laws and regulations of the Republic of India and any necessary approval has been granted by any governmental body in the Republic of India, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect of the Sharesmade).
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of . the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaEngland and Wales, and (E) if the Depositary so requires, (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. 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, Securities except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.14) 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. No Shares shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India England and Wales and any necessary approval has been granted by any applicable governmental body in the Republic of India, England and Wales if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 1 contract
Samples: Deposit Agreement (BHP Billiton PLC)
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of . the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this the Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaCayman Islands, and (E) if the Depositary so requires, (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. Without limiting any other provision of this the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13 hereof) 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Cayman Islands and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaCayman Islands, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other Deposited Securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other Deposited Securities or (ii) the deposit is made upon the terms contemplated in Section 2.13 hereof, or (B), any Shares or other Deposited Securities the deposit of which would violate any provisions of the Articles of Association. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaBrazil, and (E) if the Depositary so requires, (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 nomineeof their respective nominees. 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, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 ) 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Brazil and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaBrazil, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this the Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaCayman Islands, and (E) if the Depositary so requires, (i) an agreement, assignment or instrument reasonably 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 reasonably 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. Without limiting any other provision of this the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13) 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Cayman Islands and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaCayman Islands, if any. Persons depositing Shares, which is then performing other than the function Company in connection with (i) the initial deposit of Shares in connection with the regulator initial public offering by the Company as registered with the Commission on Registration Statement on Form F-1 under the Securities Act (Registration No: 333-143555) and (ii) the deposit of currency exchangeShares constituting a free distribution of Shares by way of dividend or stock split, may be required by the Depositary to present appropriate evidence (including, if requested, opinions of counsel), at such persons' expense, satisfactory to the Depositary and the Company that such Shares and the issuance of ADSs issuable upon such deposit are not Restricted Securities. Unless current In addition, the Depositary and the Custodian shall refuse to accept Shares for deposit (i) whenever notified that the Company has restricted transfer of such Shares to comply with Delivery or transfer requirements and/or ownership restrictions referred to in this Deposit Agreement or under applicable law changesand (ii) in the case of a deposit of Shares requested under this Section 2.3, once withdrawn from if such deposit is not permitted under any restriction notified by the depositary facility, the Deposited Securities may not be redeposited with Company to the Depositary under this Deposit Agreementform time to time. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.13, or (B) any Shares or other securities the deposit of which would violate any provisions of the Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of . the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this the Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counselcounsel provided, that the Company shall not be required to pay the costs of obtaining any such opinion unless the deposit of Shares is made by the Company or an affiliate of the Company) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaBrazil, and (E) if the Depositary so requires, (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. Without limiting any other provision of this the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.14) 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. No Shares shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Brazil and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaBrazil, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Bylaws of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 1 contract
Samples: Deposit Agreement (Gafisa S.A.)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaCayman Islands, and (E) if the Depositary so requires, (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. 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, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13) 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Cayman Islands and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaCayman Islands, if any. Persons depositing Shares, which is then performing other than the function Company in connection with (i) the initial deposit of Shares in connection with the initial public offering by the Company as registered with the Commission on Registration Statement on Form F-1 under the Securities Act (Commission number 333-126630) and (ii) the deposit of Shares constituting a free distribution of Shares by way of dividend or stock split, may be required by the Depositary to present appropriate evidence (including, if requested, opinions of counsel), at such persons' expense, satisfactory to the Depositary and the Company that such Shares and the issuance of the regulator ADSs issuable upon such deposit are not Restricted Securities. In addition, the Depositary and the Custodian shall refuse to accept Shares for deposit (i) whenever notified that the Company has restricted transfer of currency exchange. Unless current such Shares to comply with Delivery or transfer requirements and/or ownership restrictions referred to in this Deposit Agreement or under applicable law changesand (ii) in the case of a deposit of Shares requested under this Section 2.3, once withdrawn from if such deposit is not permitted under any restriction notified by the depositary facility, the Deposited Securities may not be redeposited with Company to the Depositary under this Deposit Agreementfrom time to time. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary, the Custodian or any nominee agent or person acting on their behalf shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares or other Deposited Securities, or any Shares or other Deposited Securities the deposit of which would violate any provisions of the memorandum and articles of association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to this Deposit Agreement and shall not be required to make any further investigation. Except that the Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States and other jurisdictions.
Appears in 1 contract
Samples: Deposit Agreement (China Medical Technologies, Inc.)
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's ’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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this the Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaBrazil, and (E) if the Depositary so requires, (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. Without limiting any other provision of this the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.14) 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. No Shares shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Brazil and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaBrazil, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Bylaws of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's ’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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaCayman Islands, and (E) if the Depositary so requires, (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. 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, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13) 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Cayman Islands and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaCayman Islands, if any. Persons depositing Shares, which is then performing other than the function Company in connection with (i) the initial deposit of Shares in connection with the initial public offering by the Company as registered with the Commission on Registration Statement on Form F-1 under the Securities Act (Commission number 333-116172) and (ii) the deposit of Shares constituting a free distribution of Shares by way of dividend or stock split, may be required by the Depositary to present appropriate evidence (including, if requested, opinions of counsel), at such persons’ expense, satisfactory to the Depositary and the Company that such Shares and the issuance of the regulator ADRs evidencing the ADSs issuable upon such deposit are not Restricted Securities. In addition, the Depositary and the Custodian shall refuse to accept Shares for deposit (i) whenever notified that the Company has restricted transfer of currency exchange. Unless current such Shares to comply with Delivery or transfer requirements and/or ownership restrictions referred to in this Deposit Agreement or under applicable law changesand (ii) in the case of a deposit of Shares requested under this Section 2.3, once withdrawn from if such deposit is not permitted under any restriction notified by the depositary facility, the Deposited Securities may not be redeposited with Company to the Depositary under this Deposit Agreementfrom time to time. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of India, Cayman Islands and (E) if the Depositary so requires, (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. 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, Securities except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13) 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Cayman Islands and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaCayman Islands, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares or other Deposited Securities, or any Shares or other Deposited Securities the deposit of which would violate any provisions of the Amended and Restated Memorandum and Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to this Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaSwitzerland, and (E) if the Depositary so requires, (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. 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, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13) 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Switzerland and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaSwitzerland, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Samples: Deposit Agreement (Nestle Sa)
Deposit with Custodian. Subject to the terms and conditions of ---------------------- this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian; provided that, provided that Restricted Shares may be -------- ---- deposited only upon the terms expressly permitted by contemplated in Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferredCustodian, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of India, and (E) if the Depositary so requires, (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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 or under applicable laws 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India and any necessary approval has been granted by any governmental body in the Republic of India, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of form the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this the Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counselcounsel provided, that the Company shall not be required to pay the costs of obtaining any such opinion unless the deposit of Shares is made by the Company or an affiliate of the Company) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaBrazil, and (E) if the Depositary so requires, (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. Without limiting any other provision of this the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.14) 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. No Shares shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Brazil and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaBrazil, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Bylaws of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 1 contract
Samples: Deposit Agreement (Gafisa S.A.)
Deposit with Custodian. To the extent permitted by the laws of the Republic of France and the Statuts of the Company, ADS(s) will represent Shares issued in bearer form unless the Holder of an ADR (other than DTC) notifies the Depositary in writing that it requests that the Shares evidenced by such Holder's ADR(s) be held in registered form. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 5.4 hereof) at any time, whether (A) by (i) inscription in the name of the Depositary, the Custodian (or not the transfer books of their respective nominees), in a share account maintained by the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) Registrar in the case of Shares represented by certificates issued in registered form, or (ii) delivery (including by means of electronic transfer) in an account maintained by the Custodian in the case of Shares in bearer form, pursuant to appropriate instruments of instructions for transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India), in a form satisfactory to the Company or the Share Registrar or the Custodian, (ii) in as the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferredmay be, (B) delivery of 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this the Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, delivery of a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) delivery of evidence satisfactory to the Depositary (which may be an opinion of counsel) that all conditions to such deposit have been satisfied, and all necessary approvals have been granted byobtained, or there has been compliance with by the rules person depositing such Shares under the laws and regulations of, any applicable governmental agency in the Republic of IndiaFrance, and (E) if the Depositary so requires, delivery of (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. Without limiting any other provision of this the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, except Securities (other than as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 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 ADS(s)-to-Share(s) ratio would give rise to fractional ADSs. No Shares shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India and any necessary approval has been granted by any governmental body in the Republic of India, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect of the Shares.fractional
Appears in 1 contract
Samples: Deposit Agreement (Suez)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, form of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaThe Netherlands, and (E) if the Depositary so requires, (i) an agreement, assignment or other instrument reasonably 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 reasonably 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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 Securities 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India The Netherlands and any necessary approval has been granted by any applicable governmental body in the Republic of India, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit AgreementThe Netherlands. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. The Depositary shall use its reasonable efforts to comply with reasonable written instructions from the Company that the Depositary shall not accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 1 contract
Samples: Deposit Agreement (Royal DSM N.V.)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)other than
(i) in the case of Shares represented by certificates issued in registered formregisteredform, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, . of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaHong Kong, and (E) if the Depositary so requires, (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 reasonably 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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 Securities 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Hong Kong and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaHong Kong, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Samples: Deposit Agreement (PCCW LTD)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian; provided that, provided that Restricted Shares may be deposited only upon the terms expressly permitted by contemplated in Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferredCustodian, (B) such certifications and payments (including, without limitation, the Depositary's ’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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of India, and (E) if the Depositary so requires, (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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 or under applicable laws 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India and any necessary approval has been granted by any governmental body in the Republic of India, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, thereto and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, ; (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, ; (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, ; (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, the Banco Central do Brasil , the Comissao de Valores Mobiliarios and any other applicable governmental agency in the Republic of India, Brazil; and (E) if the Depositary so requires, (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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 Securities 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Brazil and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaBrazil, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this ADS Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this ADS Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the The Republic of IndiaFrance, and (E) if the Depositary so requires, (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. Without limiting any other provision of this ADS Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, Securities except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the The Republic of India France and any necessary approval has been granted by any applicable governmental body in the The Republic of IndiaFrance, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of ---------------------- this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person a NECIGEF Participant (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company NECIGEF or the Share Registrar, if any, are closed, by electronic Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: and (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaThe Netherlands, and (E) if the Depositary so requires, (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 who delivers 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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 Securities 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India The Netherlands and any necessary approval has been granted by any governmental body in the Republic of IndiaThe Netherlands, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Samples: Deposit Agreement (United Pan Europe Communications Nv)
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of . the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's ’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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this the Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaCayman Islands, and (E) if the Depositary so requires, (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. Without limiting any other provision of this the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13 hereof) 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Cayman Islands and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaCayman Islands, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other Deposited Securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other Deposited Securities or (ii) the deposit is made upon the terms contemplated in Section 2.13 hereof, or (B), any Shares or other Deposited Securities the deposit of which would violate any provisions of the Articles of Association. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities, except as contemplated in Section 2.12 hereof) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form reasonably satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and or (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaSweden, and (E) if the Depositary so requires, (i) an agreement, assignment or instrument reasonably 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 reasonably 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. Except as contemplated in Section 2.12 hereof the Depositary and the Custodian shall refuse to accept Shares for deposit hereunder whenever notified that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 Securities 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Sweden and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaSweden, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Samples: Deposit Agreement (Teliasonera Ab)
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian; provided, provided that Restricted Shares may be deposited only upon the terms expressly permitted by contemplated in Section 2.12 2.14 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form reasonably satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this the Deposit Agreement and applicable law, (C) if the Depositary so reasonably requiresrequires and to the extent it is reasonable, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaHong Kong, and (E) if the Depositary so reasonably requires, (i) an agreement, assignment or instrument reasonably 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 reasonably 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. Without limiting any other provision of this the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.14) 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. No Shares shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Hong Kong and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaHong Kong, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain and involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain and involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Memorandum and Articles of Association of the Company, or the laws of Hong Kong. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or, with respect to the representations and warranties contained in Section 3.3 hereof, deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States or any other applicable jurisdiction.
Appears in 1 contract
Samples: Deposit Agreement (CLP Holdings LTD)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares issued by the Company (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: and (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferredor, (B) such certifications and payments (including, without limitation, the Depositary's ’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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable lawAgreement, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) person or persons stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaJapan, and (E) if the Depositary so requires, (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, dividend or 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. The Depositary and the Custodian will each refuse to accept for physical deposit Shares or other securities that it reasonably believes to be Restricted Securities. Persons depositing Shares, other than the Company depositing Shares constituting a free distribution of Shares by way of dividend or stock split, will be required to present appropriate evidence (including opinions of counsel if requested) satisfactory to the Depositary and the Company that such Shares and the issuance of the ADRs evidencing the ADSs issuable upon such deposit are not Restricted Securities. In addition, the Depositary and the Custodian shall refuse to accept physical deposit of Shares for deposit whenever notified, as hereafter provided, that the Company has restricted transfer of such Shares to comply with delivery or transfer requirements and/or ownership restrictions referred to in this Deposit Agreement or under 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 Receipts to any Holder. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 nor (b) any fractional Shares or fractional Deposited Securities nor (cb) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Japan and any necessary approval has been granted by any governmental body in the Republic of IndiaJapan, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect on behalf of the Sharesholder thereof.
Appears in 1 contract
Samples: Deposit Agreement (Orix Corp)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaEngland, and (E) if the Depositary so requires, (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. 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, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13 hereof) 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India England and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaEngland, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of . the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's ’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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of India, and (E) if the Depositary so requires, (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 nomineenominee and (F) such certifications from prospective depositors and such opinions from counsel to prospective depositors as may be determined by the Depositary and the Company to be reasonably necessary to confirm that (i) such Shares are not Restricted Securities (unless the provisions of Section 2.13 apply) and (ii) in the case of deposits of Shares issued in respect of certain convertible notes issued by the Company, that the depositor (x) acknowledges that the Shares have not been listed for trading on the Indian Stock Exchanges and are not, for a period of 45 days following such deposit, eligible for withdrawal under the terms hereof and (y) agrees to notify any subsequent purchaser of the restriction described in (x) above. In any instance in which the Company is depositing Shares on behalf of a prospective Holder in connection with deliveries of GDSs issued upon conversion of convertible securities of the Company or otherwise, then the certifications, evidence, orders, and other documents referred to in the preceding sentence shall be provided by or on behalf of the prospective Holder in the same manner as if the prospective Holder were the prospective depositor. 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, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13) nor (b) any fractional Shares or fractional Deposited Securities nor (c) a number of Shares or fractional Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India and any necessary approval has been granted by any applicable governmental body in the Republic of India, if any. In particular, which is then performing and without limiting the function generality of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facilityforegoing, the Deposited Securities may not be redeposited Depositary agrees to comply, and will cause the Custodian to comply, with the Depositary numerical limitations and other applicable conditions set forth in the Operative Guidelines for the Limited Two-way Fungibility of ADRs/GDRs under this Deposit Agreementthe “Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993” issued by the Reserve Bank of India. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of . the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's ’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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this the Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaCayman Islands, and (E) if the Depositary so requires, (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. Without limiting any other provision of this the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, Securities except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.14) 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. No Shares shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Cayman Islands and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaCayman Islands, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of . the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaHong Kong , and (E) if the Depositary so requires, (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. 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, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13) 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Hong Kong and any necessary approval has been granted by any applicable governmental body in Hong Kong, or the Republic of India, Cayman Islands if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Samples: Deposit Agreement (Hopewell Highway Infrastructure LTD)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of . the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaBrazil, and (E) if the Depositary so requires, (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 nomineeof their respective nominees. 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, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 ) 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Brazil and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaBrazil, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (in the case of the Company, or any Affiliate, subject to Section 5.07 hereof) including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares delivery thereof to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(ia) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iiib) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, together with (Bi) all such certifications and payments (including, without limitation, the Depositary's fees those referred to in Exhibit B hereto, and related chargesamounts in respect of any applicable stamp, transfer or other applicable taxes) and or evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way of receipt) as may be reasonably required by the Depositary or the such Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (Cii) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) person or persons stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited. If required by the Depositary, Shares presented for deposit shall also be accompanied by (D1) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted byagreement or assignment, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of India, and (E) if the Depositary so requires, (i) an agreement, assignment or other instrument satisfactory to the Depositary or the Custodian Depositary, which provides will provide for the prompt transfer by 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 to the Custodian of any distribution, may thereafter receive upon or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares orShares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian and (ii2) 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 vote such deposited Shares for any and all purposes until the Shares so deposited are registered in the name of the DepositaryDepositary or its nominee or the Custodian or its nominee. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder. The Depositary has instructed, or shall instruct, the Custodian to advise the Depositary of any deposit of shares (or any other Deposited Securities), upon each delivery to the Custodian of Shares to be deposited hereunder (or other Deposited Securities pursuant to Section 4.03, 4.04, 4.05 or 4.09), together with the other documents above specified, and to present, as soon as transfer and recordation can be accomplished, such certificate or certificates, together with the appropriate instrument or instruments of transfer or endorsement, duly stamped to the Company (or the Share Registrar) for transfer and recordation of the Deposited Securities being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. 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, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.12 hereof) nor (b) any Shares or other Deposited Securities required to be registered under the provisions of the Securities Act unless a registration statement is in effect as to such Shares or other Deposited Securities or such Shares or other Deposited Securities will be issued pursuant to an exemption from registration under the Securities Act, or any Shares or other Deposited Securities the deposit of which would violate any provisions of the Articles of Association of the Company nor (c) any fractional Shares or fractional Deposited Securities nor (cd) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Shares Share shall be accepted for deposit unless accompanied by (a) payment in respect of any applicable taxes or duties and (b) evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that (i) all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of the Republic The United Kingdom and Jersey (which evidence may be an opinion of India counsel) and (ii) any necessary approval has been granted by any applicable governmental body bodies in the Republic of IndiaThe United Kingdom and Jersey, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary, the Custodian or any of their nominees (on behalf of Holders and Beneficial Owners) at such other place or places as the Depositary shall determine.
Appears in 1 contract
Samples: Deposit Agreement (WPP Group PLC)
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this the Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaBrazil, and (E) if the Depositary so requires, (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. Without limiting any other provision of this the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.14) 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. No Shares shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Brazil and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaBrazil, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Bylaws of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of . the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaEngland and Wales, and (E) if the Depositary so requires, (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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 Securities 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India England and Wales and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaEngland and Wales, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Samples: Deposit Agreement (Prudential PLC)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person Person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company Depositary or the Share Registrar, if any, Company are closed, by Delivery of the Shares in bearer form with the related dividend sheets to the Custodian, provided that Restricted Shares may be deposited only upon Custodian in the terms expressly permitted securities account maintained by Section 2.12 of the Deposit AgreementCustodian for such purpose at Euroclear Nederland. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India), in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's ’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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable lawAgreement, (CB) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) Person or Persons stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (DC) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaThe Netherlands, and (ED) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person 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 Custodian. Any Person depositing Shares hereunder shall be deemed to represent that 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 nomineenot Restricted Securities. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 Securities 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. No Shares Share shall be accepted for deposit unless accompanied by 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 Person depositing such Shares under the laws and regulations of the Republic of India The Netherlands and any necessary approval has been granted by any governmental body in the Republic of IndiaThe Netherlands, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect on behalf of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian; provided, provided that Restricted Shares may be deposited only upon the terms expressly permitted by contemplated in Section 2.12 2.13 of the this Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of form the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaHong Kong, and (E) if the Depositary so requires, (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. 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, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13 of this Deposit Agreement) 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the applicable laws and regulations of the Republic of India Hong Kong and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaHong Kong, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares or other Deposited Securities, or any Shares or other Deposited Securities the deposit of which would violate any provisions of the Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to this Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 1 contract
Samples: Deposit Agreement (China Netcom Group CORP (Hong Kong) LTD)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, thereto and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, ; (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, ; (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, ; (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, the Banco Central do Brasil, the Comissao de Valores Mobiliarios and any other applicable governmental agency entity in the Republic of India, Brazil; and (E) if the Depositary so requires, (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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 Securities 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Brazil and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaBrazil, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (in the case of the Company, or any Affiliate, subject to Section 5.07 hereof) including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares delivery thereof to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(ia) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iiib) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, together with (Bi) all such certifications and payments (including, without limitation, the Depositary's fees those referred to in Exhibit B hereto, and related chargesamounts in respect of any applicable stamp, transfer or other applicable taxes) and or evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way of receipt) as may be reasonably required by the Depositary or the such Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (Cii) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) person or persons stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited. If required by the Depositary, Shares presented for deposit shall also be accompanied by (D1) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted byagreement or assignment, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of India, and (E) if the Depositary so requires, (i) an agreement, assignment or other instrument satisfactory to the Depositary or the Custodian Depositary, which provides will provide for the prompt transfer by 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 to the Custodian of any distribution, may thereafter receive upon or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares orShares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian and (ii2) 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 vote such deposited Shares for any and all purposes until the Shares so deposited are registered in the name of the DepositaryDepositary or its nominee or the Custodian or its nominee. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder. The Depositary has instructed, or shall instruct, the Custodian to advise the Depositary of any deposit of shares (or any other Deposited Property), upon each delivery to the Custodian of Shares to be deposited hereunder (or other Deposited Property pursuant to Section 4.02, 4.03, 4.04, 4.05, 4.06 or 4.10), together with the other documents above specified, and to present, as soon as transfer and recordation can be accomplished, such certificate or certificates, together with the appropriate instrument or instruments of transfer or endorsement, duly stamped to the Company (or the Share Registrar) for transfer and recordation of the Deposited Securities being deposited in the name of the Depositary or its nominee or such Custodian or its nominee. 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, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.12 hereof) nor (b) any Shares or other Deposited Securities required to be registered under the provisions of the Securities Act unless a registration statement is in effect as to such Shares or other Deposited Securities or such Shares or other Deposited Securities will be issued pursuant to an exemption from registration under the Securities Act, or any Shares or other Deposited Securities the deposit of which would violate any provisions of the Articles of Association of the Company nor (c) any fractional Shares or fractional Deposited Securities nor (cd) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Shares Share shall be accepted for deposit unless accompanied by (a) payment in respect of any applicable taxes or duties and (b) evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that (i) all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of the Republic The United Kingdom and Jersey (which evidence may be an opinion of India counsel) and (ii) any necessary approval has been granted by any applicable governmental body bodies in the Republic of IndiaThe United Kingdom and Jersey, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Deposited Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary, the Custodian or any of their nominees (on behalf of Holders and Beneficial Owners) at such other place or places as the Depositary shall determine. Notwithstanding anything else contained in the Deposit Agreement, any ADR(s), or any other instruments or agreements relating to the ADSs and the corresponding Deposited Property, the registration of the Deposited Securities in the name of the Depositary, the Custodian or any of their respective nominees, shall, to the maximum extent permitted by applicable law, vest in the Depositary, the Custodian or the applicable nominee the record ownership in the applicable Deposited Securities with the beneficial ownership rights and interests in such Deposited Securities being at all times vested with the Beneficial Owners of the ADSs representing the Deposited Securities. Notwithstanding the foregoing, the Depositary, the Custodian and the applicable nominee shall at all times be entitled to exercise the beneficial ownership rights in all Deposited Property, in each case only, on behalf of the Holders and Beneficial Owners of the ADSs representing the Deposited Property, upon the terms set forth in the Deposit Agreement and, if applicable, the ADR(s) representing the ADSs. The Depositary, the Custodian and their respective nominees shall for all purposes be deemed to have all requisite power and authority to act in respect of Deposited Property on behalf of the Holders and Beneficial Owners of ADSs representing the Deposited Property, and upon making payments to, or acting upon instructions from, or information provided by, the Depositary, the Custodian or their respective nominees all persons shall be authorized to rely upon such power and authority.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares may be deposited under this Deposit Agreement by any person (including the execution of Transfer Documents in favor of the Depositary in or its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by nominee and Delivery of the such Shares and delivery of such Transfer Documents to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the together with any other documents and payments required under this Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) , and written instructions, substantially in the case of Shares represented by certificates issued in registered formform of, appropriate instruments of transfer or endorsement (includingto substantially the same effect as provided in, if necessaryExhibit B hereto, fully executed and stamped instruments of transfer as required under the laws of the Republic of India), in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) person or persons stated in such order instructions a Receipt or Receipts for the number of American Depositary Shares representing corresponding to such deposited Shares. At the Shares so depositedrequest, (D) evidence satisfactory to risk and expense of any holder of Shares, and for the account of such holder, the Depositary (which may accept Shares to be an opinion deposited under this Agreement upon execution of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency Transfer Documents in the Republic favor of India, and (E) if the Depositary so requires, (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 its nominee and Delivery of such Shares are or have been recorded and delivery of such Transfer Documents 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. Without limiting together with any other provision of documents and payments required under this Deposit Agreement, and written instructions, substantially in the form of, or to substantially the same effect as provided in, Exhibit B hereto, directing the Depositary shall instruct to execute and deliver to, or upon the written order of, the person or persons stated in such instructions a Receipt or Receipts for the number of American Depositary Shares corresponding to such deposited Shares, for the purpose of forwarding such Share certificates (if any) and Transfer Documents to the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 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 ADSshereunder. No Shares shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably evidence satisfactory to the Depositary or the Custodian that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of the Republic of India and any necessary approval has been granted by any the governmental authority or body in the Republic of India, if any, which Spain that is then performing the function of the regulator regulation of currency exchange. Unless current applicable law changes, once withdrawn from exchange and the depositary facility, governmental authority or body in Spain that is then performing the Deposited Securities may not be redeposited with function of monitoring the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence level of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain foreign ownership or transaction records in respect of the Shares. Such evidence of rights Neither the Depositary nor the Custodian shall consist of written blanket or specific guarantees of ownership (i) accept for deposit a number of Shares furnished by that would result in the Company issuance of a fractional American Depositary Share or (ii) accept for deposit any such custodian, registrar, transfer agent, clearing agency or other entity authorized by Shares that would require that an American Depositary Share represent the Company right to maintain ownership or transaction records in respect of the Sharesreceive underlying Shares having different rights to distributions.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered formIN THE CASE OF SHARES REPRESENTED BY CERTIFICATES ISSUED IN REGISTERED FORM, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer formIN THE CASE OF SHARES REPRESENTED BY CERTIFICATES IN BEARER FORM, of the requisite coupons and talons pertaining thereto, and (iiiIII) in the case of Shares delivered by bookIN THE CASE OF SHARES DELIVERED BY BOOK-entry transferENTRY TRANSFER, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's fees and related chargescharges referred to in Exhibit B hereto) and or evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way of receipt) as may be reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence evidence, if any is required by the Depositary or the Custodian, reasonably satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaSwitzerland, and (E) if the Depositary so requires, (i) an agreement, assignment or instrument reasonably 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 reasonably 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 Deposited Securities for any and all purposes until the Shares so deposited are registered in the name of the Depositary, the Custodian or any nominee. 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 by Section 2.122.12 of this Deposit Agreement, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Switzerland and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaSwitzerland, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Samples: Deposit Agreement (Abb LTD)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: and (A)
) (i) in the case of Shares represented by certificates issued in registered form, ) appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the CustodianCustodian or, (ii) in the case of Shares represented by certificates in bearer form, ) of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable lawAgreement, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) person or persons stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be include an opinion of counselcounsel reasonably satisfactory to the Depositary) that all necessary approvals have been granted by, or and there has been compliance with the rules and regulations of, the Banco Central do Brasil (the "Central Bank of Brazil"), the Comissao de Valores Mobiliarios ("CVM") and any other applicable governmental agency in the Republic of IndiaBrazil, and (E) if the Depositary so requires, (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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 nor Securities or (b) any fractional Shares or fractional Deposited Securities nor or (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Brazil and any necessary approval has been granted by any governmental body in the Republic of IndiaBrazil, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect on behalf of the Sharesholder thereof.
Appears in 1 contract
Samples: Deposit Agreement (Braskem Sa)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaKorea, and (E) if the Depositary so requires, (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. 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, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13) 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Korea and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaKorea, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares or other Deposited Securities, or any Shares or other Deposited Securities the deposit of which would violate any provisions of the Articles of Incorporation of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to this Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States and other jurisdictions. So long as the laws or regulations of Korea require the Company's consent for the deposit of such number of Shares which, when deposited, shall cause the total number of Shares on deposit to exceed the number of Shares initially deposited by the Company (including deposits made in connection with all subsequent offering of ADSs and stock dividends or other distributions related to the ADSs), the Company hereby consents to the deposit of an unlimited number of Shares in accordance with the terms and conditions of this Deposit Agreement; provided, however, that if the Depositary is notified by the Company that any such deposit would violate the Articles of Incorporation of the Company or Korean law, the Depositary shall not accept such deposit.
Appears in 1 contract
Samples: Deposit Agreement (Gmarket Inc.)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) hereof at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: and (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's fees and related charges) and evidence of such payments (including, without limitation, stamping stamping, receipts from payment of transfer taxes or otherwise marking such Shares by way of receipt) as may be reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaFinland, and (E) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the theo 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 nomineeCustodian. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 Securities 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Finland and any necessary approval has been granted by any governmental body in the Republic of IndiaFinland, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Samples: Deposit Agreement (Upm Kymmene Corp)
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaCayman Islands, and (E) if the Depositary so requires, (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. 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, Securities except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 nor 2.13 or (b) any fractional Shares or fractional Deposited Securities nor or (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Shares Share shall be accepted for deposit unless accompanied by 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 the applicable laws and regulations of the Republic of India and any necessary approval has been granted by any applicable governmental body in the Republic of India, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreementbody. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares or other Deposited Securities, or any Shares or other Deposited Securities the deposit of which would violate any provisions of the Memorandum and Articles of Association of the Company. In addition, and without limitation of the foregoing, the Depositary and the Custodian will comply with written instructions of the Company not to accept for deposit any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States and other jurisdictions.
Appears in 1 contract
Samples: Deposit Agreement (Hutchison Telecommunications Hong Kong Holdings LTD)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India), in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's ’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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of India, and (E) if the Depositary so requires, (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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 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. No Shares shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India and any necessary approval has been granted by any governmental body in the Republic of India, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect of the Shares.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable lawlaws, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share RegistrarRegistrars, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable lawlaws, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaCayman Islands, and (E) if the Depositary so requires, (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. 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, Securities except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 nor 2.13 or (b) any fractional Shares or fractional Deposited Securities nor or (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Shares Share shall be accepted for deposit unless accompanied by 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 the applicable laws and regulations of the Republic of India and any necessary approval has been granted by any applicable governmental body in the Republic of India, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreementbody. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares or other Deposited Securities, or any Shares or other Deposited Securities the deposit of which would violate any provisions of the Memorandum and Articles of Association of the Company. In addition, and without limitation of the foregoing, the Depositary and the Custodian will comply with written instructions of the Company not to accept for deposit any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States and other jurisdictions.
Appears in 1 contract
Samples: Deposit Agreement (Hutchison Telecommunications International LTD)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities, except as contemplated in Section 2.12 hereof) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form reasonably satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and or (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's ’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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaSweden, and (E) if the Depositary so requires, (i) an agreement, assignment or instrument reasonably 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 reasonably 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. Except as contemplated in Section 2.12 hereof the Depositary and the Custodian shall refuse to accept Shares for deposit hereunder whenever notified that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 Securities 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Sweden and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaSweden, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Samples: Deposit Agreement (Telia Ab)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of . the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's ’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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaKorea, and (E) if the Depositary so requires, (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. 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, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13) 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Korea and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaKorea, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares or other Deposited Securities, or any Shares or other Deposited Securities the deposit of which would violate any provisions of the Articles of Incorporation of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to this Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States and other jurisdictions. So long as the laws or regulations of Korea require the Company's consent for the deposit of such number of Shares which, when deposited, shall cause the total number of Shares on deposit to exceed the number of Shares initially deposited by the Company (including deposits made in connection with all subsequent offering of ADSs and stock dividends or other distributions related to the ADSs), the Company hereby consents to the deposit of an unlimited number of Shares in accordance with the terms and conditions of this Deposit Agreement; provided, however, that if the Depositary is notified by the Company that any such deposit would violate the Articles of Incorporation of the Company or Korean law, the Depositary shall not accept such deposit.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the such Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's ’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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaUnited Kingdom, and (E) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any the 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 such Shares for any and all purposes until the such Shares so deposited are registered in the name of the Depositary, the Custodian or any nominee. 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, Securities (except as contemplated by Section 2.122.13), provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 nor (b) any fractional Shares or fractional Deposited Securities nor or (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Shares shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India United Kingdom and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaUnited Kingdom, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless in compliance with the terms of Section 2.13 or unless a registration statement is in effect as to such Shares or other Deposited Securities, or (B) any Shares or other securities the deposit of which would violate any provisions of the Memorandum and Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to this Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (timely received by the Depositary) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States.
Appears in 1 contract
Samples: Deposit Agreement (Unilever PLC)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaAustralia, and (E) if the Depositary so requires, (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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 Securities 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Australia and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaAustralia, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian; provided that, provided that Restricted Shares may be deposited only upon the terms expressly permitted by contemplated in Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferredCustodian, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of India, and (E) if the Depositary so requires, (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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India and any necessary approval has been granted by any governmental body in the Republic of India, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian; provided, provided that Restricted Shares may be deposited only upon the terms expressly permitted by contemplated in Section 2.12 2.13 of the this Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of . the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaHong Kong, and (E) if the Depositary so requires, (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. 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, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13 of this Deposit Agreement) 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the applicable laws and regulations of the Republic of India Hong Kong and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaHong Kong, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares or other Deposited Securities, or any Shares or other Deposited Securities the deposit of which would violate any provisions of the Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to this Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 1 contract
Samples: Deposit Agreement (China Netcom Group CORP (Hong Kong) LTD)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares issued by the Company (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: and (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferredor, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable lawAgreement, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) person or persons stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaJapan, and (E) if the Depositary so requires, (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, dividend or 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. The Depositary and the Custodian will each refuse to accept for physical deposit Shares or other securities that it reasonably believes to be Restricted Securities. Persons depositing Shares, other than the Company depositing Shares constituting a free distribution of Shares by way of dividend or stock split, will be required to present appropriate evidence (including opinions of counsel if requested) satisfactory to the Depositary and the Company that such Shares and the issuance of the ADRs evidencing the ADSs issuable upon such deposit are not Restricted Securities. In addition, the Depositary and the Custodian shall refuse to accept physical deposit of Shares for deposit whenever notified, as hereafter provided, that the Company has restricted transfer of such Shares to comply with delivery or transfer requirements and/or ownership restrictions referred to in this Deposit Agreement or under 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 Receipts to any Holder. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 nor (b) any fractional Shares or fractional Deposited Securities nor (cb) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Japan and any necessary approval has been granted by any governmental body in the Republic of IndiaJapan, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect on behalf of the Sharesholder thereof.
Appears in 1 contract
Samples: Deposit Agreement (Orix Corp)
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of . the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfertransfer and recordation, confirmation of such book-entry transfer and recordation in the books of the Share Registrar or of the Indian Central Depository System, as applicable, to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferredtransferred and recorded, (B) such certifications and payments (including, without limitation, the Depositary's ’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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this the Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of India, and (E) if the Depositary so requires, (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. Without limiting any other provision of this the 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.14 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. No Shares shall be accepted for deposit unless accompanied by evidence, if any is required by the DepositaryDepositary or the Custodian, 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 the laws and regulations of the Republic of India and any necessary approval has been granted by any applicable governmental body in the Republic of India, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Notwithstanding the foregoing, no Share shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary or the Custodian, that is reasonably satisfactory to the Depositary or the Custodian that all conditions for such deposit have been satisfied by the person depositing such Shares under the laws and regulations of India and any necessary approval has been granted by any governmental body in India, which is then performing the function of the regulator of currency exchange. In particular, and without limiting the generality of the foregoing, the Depositary agrees to comply, and will cause the Custodian to comply, with the numerical limitations and other applicable conditions set forth in the Operative Guidelines for the Limited Two-way Fungibility of ADRs/GDRs under the “Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993” issued by the Reserve Bank of India, as amended and supplemented from time to time by the Reserve Bank of India (as so amended and supplemented, the “Two-Way Fungibility Scheme”). The Company agrees to provide to the Custodian on a weekly basis any and all information that may be requested by the Custodian under the Two-Way Fungibility Scheme and any other information that the Custodian may reasonably request in connection with the maintenance of the ADR program pursuant to the terms of the Deposit Agreement under applicable Indian laws and regulations. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States.
Appears in 1 contract
Samples: Deposit Agreement (SESA GOA LTD)
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of . the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this the Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaCayman Islands, and (E) if the Depositary so requires, (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. Without limiting any other provision of this the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13) 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Cayman Islands and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaCayman Islands, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares or other Deposited Securities required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares or other Deposited Securities, or any Shares or other Deposited Securities the deposit of which would violate any provisions of the Articles of Association. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's ’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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this the Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaCayman Islands, and (E) if the Depositary so requires, (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. Without limiting any other provision of this the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, Securities except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.14 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. No Shares shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Cayman Islands and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaCayman Islands, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of ---------------------- this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person a NECIGEF Participant (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: and (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India), in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (CB) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (DC) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaThe Netherlands, and (ED) if the Depositary so requires, (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 NECIGEF Participant who Delivers 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 recorded in the name of the person NECIGEF Participant 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 recorded in the name of the Depositary, the Custodian or any nomineeCustodian. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 Securities 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. No Shares Share shall be accepted for deposit unless accompanied by 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 NECIGEF Participant depositing such Shares under the laws and regulations of the Republic of India The Netherlands and any necessary approval has been granted by any governmental body in the Republic of IndiaThe Netherlands, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Samples: Deposit Agreement (United Pan Europe Communications Nv)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company Depositary or the Share Registrar, if any, Company are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India), in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of form with the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer related dividend sheets to the Custodian or that irrevocable instructions have been given to cause in the securities account maintained by the Custodian for such Shares to be so transferred, purpose at NECIGEF (BA) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable lawAgreement, (CB) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) person or persons stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (DC) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaThe Netherlands, and (ED) if the Depositary so requires, (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 Custodian. Any person depositing Shares hereunder shall be deemed to represent that 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 nomineenot Restricted Securities. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 Securities 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India The Netherlands and any necessary approval has been granted by any governmental body in the Republic of IndiaThe Netherlands, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect on behalf of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the such Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaUnited Kingdom, and (E) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any the 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 such Shares for any and all purposes until the such Shares so deposited are registered in the name of the Depositary, the Custodian or any nominee. 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, Securities (except as contemplated by Section 2.122.13), provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 nor (b) any fractional Shares or fractional Deposited Securities nor or (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Shares shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India United Kingdom and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaUnited Kingdom, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless in compliance with the terms of Section 2.13 or unless a registration statement is in effect as to such Shares or other Deposited Securities, or (B) any Shares or other securities the deposit of which would violate any provisions of the Memorandum and Articles of Association of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to this Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (timely received by the Depositary) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 1 contract
Samples: Deposit Agreement (Unilever PLC)
Deposit with Custodian. Subject to the terms and conditions of this ---------------------- Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person a NECIGEF Participant (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: and (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India), in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (CB) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (DC) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaThe Netherlands, and (ED) if the Depositary so requires, (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 NECIGEF Participant who Delivers 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 recorded in the name of the person NECIGEF Participant 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 recorded in the name of the Depositary, the Custodian or any nomineeCustodian. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 Securities 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. No Shares Share shall be accepted for deposit unless accompanied by 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 NECIGEF Participant depositing such Shares under the laws and regulations of the Republic of India The Netherlands and any necessary approval has been granted by any governmental body in the Republic of IndiaThe Netherlands, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Samples: Deposit Agreement (United Pan Europe Communications Nv)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable lawAgreement, the Depositary shall issue ADRs for delivery at the Depositary's Office against delivery or transfer to the Custodian of: (a) Shares by credit to the account of the Custodian with a Clearing Agent or evidence as the Custodian may otherwise specify; or (b) subject to the provisions of Section 4.3 below, rights to receive Shares. ADRs issued upon the deposit of rights to receive Shares may be in accordance with clause (b) of this Section 3.1 are hereinafter referred to as "Pre-Released ADRs", and each such issuance as a "Pre-Release", until such time as Shares are deposited by with the Custodian in accordance with clause (a) of this Section 3.
1. In connection with any person (including such deposit, the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, Custodian may require a written order from the person making such deposit specifying the person or persons in whose name the ADRs are closed, by to be issued (a "Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit AgreementOrder"). Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered certificated form, appropriate instruments such Shares or the certificates representing such Shares and an executed instrument of transfer or endorsement (including, if necessary, fully executed thereof in favour of such person as the Custodian may direct and stamped instruments of transfer as required under the laws of the Republic of India), in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, any applicable taxes and governmental charges and the Depositary's fees fees, and related chargescharges in accordance with Exhibit B) and evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way of receipt) as may be reasonably required by the Depositary Depositary, Custodian or any Clearing Agent, as the Custodian case may be, in accordance with the provisions of this Deposit Agreement and applicable lawAgreement, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) person or persons stated in such order a Receipt an ADR or Receipts ADRs for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be include an opinion of counselcounsel 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, or and there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaIreland, and (E) if the Depositary so requires, (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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 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. No Shares Share shall be accepted for deposit unless accompanied by confirmation or such additional 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 the laws and regulations of the Republic of India Ireland and any necessary approval has been granted by any governmental body in the Republic of IndiaIreland, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs Receipts against evidence of rights to receive Shares from the Company, any Clearing Agent, the Foreign Registrar, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence Without limitation of rights the foregoing, the Depositary shall consist not knowingly accept for deposit under this Agreement any Shares required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares. The Depositary will use commercially reasonable efforts to comply with reasonable written blanket 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 in order to facilitate the Company's compliance with the securities laws in the United States. As soon as practicable after receipt of any permitted deposit hereunder and compliance with the provisions of this Agreement, the Custodian shall present the Shares so deposited, together with the appropriate instrument or specific guarantees instruments of ownership transfer or endorsement, duly stamped, to the Foreign Registrar for transfer and registration of the Shares furnished (as soon as transfer and registration can be accomplished and at the expense of the person for whom the deposit is made) in the name of the Depositary, the Custodian or a nominee of either. Deposited Securities shall be held by the Company Depositary or by a Custodian for the account and to the order of the Depositary or a nominee, in each case for the account of the Holders and Beneficial Owners, at such place or places as the Depositary or the Custodian shall determine. In the event any such custodian, registrar, transfer agent, clearing agency Shares are deposited which entitle the holders thereof to receive a per-share distribution or other entity entitlement in an amount different from the Shares then on deposit, the Depositary is authorized by to take any and all actions as may be necessary (including, without limitation, making the Company necessary notations on ADRs) to maintain ownership or transaction records in respect give effect to the issuance of such ADSs and to ensure that such ADSs are not fungible with other ADSs issued hereunder until such time as the entitlement of the SharesShares represented by such non-fungible ADSs equals that of the Shares represented by ADSs prior to the original 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 (C&c Group PLC)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of . the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's ’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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaEngland and Wales, and (E) if the Depositary so requires, (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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 Securities 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India England and Wales and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaEngland and Wales, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Samples: Deposit Agreement (Prudential PLC)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company Depositary or the Share Registrar, if any, Company are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India), in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of form with the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer related dividend sheets to the Custodian or that irrevocable instructions have been given to cause in the securities account maintained by the Custodian for such Shares to be so transferred, purpose at NECIGEF.
(BA) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable lawAgreement, (CB) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) person or persons stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (DC) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaThe Netherlands, and (ED) if the Depositary so requires, (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 Custodian. Any person depositing Shares hereunder shall be deemed to represent that 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 nomineenot Restricted Securities. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 Securities 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India The Netherlands and any necessary approval has been granted by any governmental body in the Republic of IndiaThe Netherlands, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs Receipts against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect on behalf of the holder thereof. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive Shares to be deposited, evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other orders, instruments and evidence herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.
Appears in 1 contract
Samples: Deposit Agreement (TNT N.V.)
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of form the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this the Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaCayman Islands, and (E) if the Depositary so requires, (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. Without limiting any other provision of this the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13) 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Cayman Islands and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaCayman Islands, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares or other Deposited Securities required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares or other Deposited Securities, or any Shares or other Deposited Securities the deposit of which would violate any provisions of the Articles of Association. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts the ADR(s) for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaJapan, and (E) if the Depositary so requires, (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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 nor (b) any fractional Shares or fractional Deposited Securities nor Securities, or (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Japan and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaJapan, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Samples: Deposit Agreement (TDK Corp)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, thereto and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, ; (B) such certifications and payments (including, without limitation, the Depositary's ’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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, ; (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, ; (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, the Banco Central do Brasil, the Comissão de Valores Mobiliários and any other applicable governmental agency entity in the Republic of India, Brazil; and (E) if the Depositary so requires, (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. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 Securities 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. No Shares Share shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Brazil and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaBrazil, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, and (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) 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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this the Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaBrazil, and (E) if the Depositary so requires, (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 pursuant to the instruction of the Depositary (if any) issued in accordance with Section 4.10, for any and all purposes until the Shares so deposited are registered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, Securities (except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.14) 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. No Shares shall be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary or the Custodian that all conditions to such deposit deposit, if any, have been satisfied by the person depositing such Shares under the laws and regulations of the Republic of India Brazil and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaBrazil, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Bylaws of the Company. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States.
Appears in 1 contract
Samples: Deposit Agreement (PDG Realty S.A. Empreendimentos E Participacoes)
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether by electronic delivery through Monte Titoli, Euroclear or not Cedel, to the transfer books account of the Company or the Share RegistrarCustodian maintained for such purpose, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: together with (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India), in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's ’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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement and applicable law, (CB) if the Depositary so reasonably requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (DC) evidence satisfactory such documentations and certification, if any, as the Company and Depositary may require to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance comply with the rules and regulations of, any applicable governmental agency in the Republic of Indialaw, and (ED) if the Depositary so requires, (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 any proxy or proxies entitling as shall be required from time to time in accordance with Italian law to entitle 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 nomineeat a shareholder’s meetings. 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 by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 nor (b) any fractional Shares or fractional Deposited Securities nor or (c) a number of Shares or Deposited Securities which upon application of the ADS to Shares ratio would give rise to fractional ADSs. No Shares Share shall be accepted for deposit unless accompanied by evidenceevidence (which may be an opinion of counsel), 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 the laws and regulations of the Republic of India Italy and any necessary approval has been granted by any governmental body in the Republic of IndiaItaly, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from The Depositary agrees to cause the depositary facility, the Deposited Securities may not be redeposited with the Depositary Custodian to place all Shares deposited under this Deposit AgreementAgreement or any other Deposited Securities held under this Deposit Agreement into segregated accounts separate from any other Shares or other securities that may be held by the Custodian under any other depositary receipt facility or otherwise. The Without limitation of the foregoing, the Depositary may issue ADSs against evidence shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities required to be registered under the provisions of rights the Securities Act, unless a registration statement is in effect as to receive such Shares from or other Deposited Securities, or any Shares or Deposited Securities the deposit of which would violate any provisions of the Articles of Association and By-laws of the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain ownership or transaction records in respect of the Shares.
Appears in 1 contract
Deposit with Custodian. Subject to the terms and conditions of this the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India)endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, of . the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's ’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 reasonably required by the Depositary or the Custodian in accordance with the provisions of this the Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaGermany, and (E) if the Depositary so requires, (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 (subject to the terms of the Deposit Agreement, including, without limitation, Section 4.10 of the Deposit Agreement) for any and all purposes until the Shares so deposited are registered in the name of the Depositary, the Custodian or any nominee. Without limiting any other provision of this the Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, Securities except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.14) 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. No Shares shall be accepted for deposit unless accompanied by 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 the laws and regulations of the Republic of India Germany and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaGermany, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement (A) any Shares or other securities required to be registered under the provisions of the Securities Act, unless (i) a registration statement is in effect as to such Shares or other securities or (ii) the deposit is made upon terms contemplated in Section 2.14, or (B) any Shares or other securities the deposit of which would violate any provisions of the Company’s Articles of Association and By-laws. For purposes of the foregoing sentence, the Depositary shall be entitled to rely upon representations and warranties made or deemed made pursuant to the Deposit Agreement and shall not be required to make any further investigation. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States.
Appears in 1 contract
Samples: Deposit Agreement (Qimonda AG)
Deposit with Custodian. Subject to the terms and conditions of this the ADW Deposit Agreement and applicable law, Shares Warrants or evidence of rights to receive Shares Warrants (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Warrant Registrar, if any, are closed, by Delivery of the Shares Warrants to the Custodian, provided that Restricted Shares may be deposited only upon the terms expressly permitted by Section 2.12 of the Deposit Agreement. Every deposit of Shares Warrants shall be accompanied by the following: (A)
) (i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement (including, if necessary, fully executed and stamped instruments of transfer as required under the laws of the Republic of India), in a form satisfactory to the Custodian, (ii) in the case of Shares Warrants represented by certificates in bearer form, of the requisite coupons and talons pertaining thereto, and (iiiii) in the case of Shares Warrants delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares Warrants to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's ’s fees and related charges) and evidence of such payments (including, without limitation, stamping or otherwise marking such Shares Warrants by way of receipt) as may be reasonably required by the Depositary or the Custodian in accordance with the provisions of this the ADW Deposit Agreement and applicable law, (C) if the Depositary so reasonably requires, a written order directing the Depositary to execute issue and deliver to, or upon the written order of, the person(s) stated in such order a Receipt or Receipts for the number of American Depositary Shares ADWs representing the Shares Warrants so deposited, (D) evidence reasonably satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in the Republic of IndiaEngland and Wales, and (E) if the Depositary so requires, (i) an agreement, assignment or instrument reasonably satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares Warrants are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares Warrants or to receive other property in respect of any such deposited Shares Warrants or, in lieu thereof, such indemnity or other agreement as shall be reasonably 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 nomineeCustodian. Without limiting any other provision of this the ADW Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities, Securities except as contemplated by Section 2.12, provided that the Company has restricted transfer of such Shares to comply with any ownership restrictions referred to in Section 3.5 2.13 nor (b) any fractional Shares Warrants or fractional Deposited Securities nor (c) a number of Shares Warrants or Deposited Securities which upon application of the ADS ADW to Shares Warrant ratio would give rise to fractional ADSsADWs. No Shares Warrant shall be accepted for deposit unless accompanied by 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 Warrants under the laws and regulations of the Republic of India England and Wales and any necessary approval has been granted by any applicable governmental body in the Republic of IndiaEngland and Wales, if any, which is then performing the function of the regulator of currency exchange. Unless current applicable law changes, once withdrawn from the depositary facility, the Deposited Securities may not be redeposited with the Depositary under this Deposit Agreement. The Depositary may issue ADSs ADWs against evidence of rights to receive Shares Warrants from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the SharesWarrants. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares Warrants furnished by the Company or any such custodian, registrar, transfer agent, clearing agency or other entity authorized by the Company to maintain involved in ownership or transaction records in respect of the SharesWarrants.
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