Depositary Fees Sample Clauses
The Depositary Fees clause defines the financial obligations related to the payment of fees to the depositary, who is responsible for holding and safeguarding assets or securities on behalf of the parties. Typically, this clause outlines how and when the fees are to be paid, who bears the responsibility for payment, and may specify the method for calculating such fees, such as a fixed annual amount or a percentage of assets under custody. Its core practical function is to ensure transparency and prevent disputes by clearly allocating the costs associated with depositary services.
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Depositary Fees. The Company, the Holders, the Beneficial Owners and the persons depositing Shares or surrendering ADSs for cancellation agree to pay the following fees of the Depositary:
(1) Issuance of ADSs upon deposit Up to $5.00 per 100 ADSs (or Person for whom deposits are made of Shares (excluding fraction thereof) issued. or person receiving ADSs. issuances contemplated by paragraphs (3)(b) and (5) below). ----------------------------------------------------------------------------------------------------------------
(2) Delivery of Deposited Up to $5.00 per 100 ADSs (or Person surrendering ADSs or making Securities, property and fraction thereof) surrendered. withdrawal. cash against surrender of ADSs. ----------------------------------------------------------------------------------------------------------------
(3) Distribution of (a) cash No fee, so long as prohibited by Person to whom distribution is made. dividend or (b) ADSs the exchange upon which the ADSs pursuant to stock dividends are listed. If the charging of (or other free distribution such fee is not prohibited, the of stock). fees specified in (1) above shall be payable in respect of a distribution of ADSs pursuant to stock dividends (or other free distribution of stock) and the fees specified in (4) below shall be payable in respect of distributions of cash. ----------------------------------------------------------------------------------------------------------------
(4) Distribution of cash proceeds Up to $2.00 per 100 ADSs (or Person to whom distribution is made. (i.e., upon sale of rights fraction thereof) held. and other entitlements). ----------------------------------------------------------------------------------------------------------------
(5) Distribution of ADSs pursuant Up to $5.00 per 100 ADSs (or Person to whom distribution is made. to exercise of rights to fraction thereof) issued. purchase additional ADSs. ----------------------------------------------------------------------------------------------------------------
Depositary Fees. The Holders, the Beneficial Owners, the persons depositing Shares or surrendering ADSs for cancellation and, to the extent applicable to it, the Company agree to pay the following fees of the Depositary:
(1) Issuance of ADSs upon deposit Up to U.S. $5.00 per 100 ADSs (or Person depositing Shares or person of Shares (excluding fraction thereof) issued. receiving ADSs. issuances contemplated by paragraphs (3)(b) and (6) below). -------------------------------------------------------------------------------------------------------------------- (2) Delivery of Deposited Up to U.S. $5.00 per 100 ADSs (or Person surrendering ADSs for Securities against surrender fraction thereof) surrendered. purpose of withdrawal of Deposited of ADSs. Securities or person to whom Deposited Securities are delivered. --------------------------------------------------------------------------------------------------------------------
Depositary Fees. The Company, the Holders, the Beneficial Owners and the persons depositing Shares or surrendering ADSs for cancellation agree to pay the following fees of the Depositary:
(1) Issuance of ADSs upon deposit of Shares (excluding issuances as a result of distributions described in paragraph (4) below). Up to U.S. $5.00 per 100 ADSs (or fraction thereof) issued. Person depositing Shares or person receiving ADSs.
(2) Delivery of Deposited Securities against surrender of ADSs. Up to U.S. $5.00 per 100 ADSs (or fraction thereof) surrendered. Person surrendering ADSs for the purpose of withdrawal of Deposited Securities or person to whom Deposited Securities are delivered.
(3) Distribution of cash dividends or other cash distributions (i.e., sale of rights and other entitlements). Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held. Person to whom distribution is made.
(4) Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs. Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held. Person to whom distribution is made.
(5) Distribution of securities other than ADSs or rights to purchase additional ADSs (i.e., spin-off shares). Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held. Person to whom distribution is made.
Depositary Fees. The Company, the Holders, the Beneficial Owners and the persons depositing Shares or surrendering ADSs for cancellation agree to pay the following fees of the Depositary:
(1) Issuance of ADSs upon deposit Up to U.S. $5.00 per 100 ADSs (or Person depositing Shares or person of Shares (excluding fraction thereof) issued. receiving ADSs. issuances as a result of distributions described in paragraph (4) below). ------------------------------------------------------------------------------------------------------------------- (2) Delivery of Deposited Up to U.S. $5.00 per 100 ADSs (or Person surrendering ADSs for the Securities against surrender fraction thereof) surrendered. purpose of withdrawal of Deposited of ADSs. Securities or person to whom Deposited Securities are delivered. ------------------------------------------------------------------------------------------------------------------- (3) Distribution of cash Up to U.S. $5.00 per 100 ADSs (or Person to whom distribution is made. dividends or other cash fraction thereof) held. distributions (i.e., sale of rights and other entitlements). ------------------------------------------------------------------------------------------------------------------- (4) Distribution of ADSs pursuant Up to U.S. $5.00 per 100 ADSs (or Person to whom distribution is made. to (i) stock dividends or fraction thereof) held. other free stock distributions, or (ii) exercise of rights to purchase additional ADSs. -------------------------------------------------------------------------------------------------------------------
Depositary Fees. The Company, the Holders, the Beneficial Owners and the persons depositing Shares or surrendering ADSs for cancellation agree to pay the following fees of the Depositary:
Depositary Fees. Subject to any other agreements between the Company and the Depositary with respect to the manner in which the fees payable to the Depositary hereunder are paid, the Company and the Depositary agree that the Company reimburse the Depositary for its reasonably incurred and properly documented fees and expenses of legal counsel which shall be paid within 30 days of the Depositary’s request for reimbursement. The Company hereby agrees and acknowledges that the Depositary may charge a fee of US$0.05 per ADS issued to any Holder or Beneficial Owner of such ADSs, along with any other relevant fees provided for in the Deposit Agreement, as contemplated in the Deposit Agreement.
Depositary Fees. The Company, the Holders, the Beneficial Owners and the persons depositing Shares or surrendering ADSs for cancellation agree to pay the following fees of the Depositary:
(1) Issuance of ADSs upon deposit Up to $5.00 per 100 ADSs (or Person for whom deposits are made of Shares (excluding fraction thereof) issued. or party receiving ADSs. issuances contemplated by paragraph (4) below). -------------------------------------------------------------------------------------------------------------------
(2) Delivery of Deposited Up to $5.00 per 100 ADSs (or Person surrendering ADSs or making Securities, property and fraction thereof) surrendered. withdrawal. cash against surrender of ADSs. -------------------------------------------------------------------------------------------------------------------
(3) Distribution of cash up to $2.00 per 100 ADSs (or Person to whom distribution is made. dividends or other cash fraction thereof) held. distributions (i.e., sale of rights and other entitlements). -------------------------------------------------------------------------------------------------------------------
(4) Distribution ADSs pursuant to Up to $2.00 per 100 ADSs (or Person to whom distribution is made.
(i) stock dividends or other fraction thereof) issued. free distributions, or (ii) exercise of rights. -------------------------------------------------------------------------------------------------------------------
Depositary Fees. The Company, the Holders, the Beneficial Owners and the persons depositing Shares or surrendering ADSs for cancellation agree to pay the following fees of the Depositary: SERVICE RATE BY WHOM PAID ------- ---- ------------
(1) Issuance of ADSs upon Up to $5.00 per 100 ADSs (or Person for whom deposits deposit of Shares (excluding fraction thereof) issued. are made or party issuances contemplated by receiving ADSs. paragraphs (3) and (5) below).
Depositary Fees. Without limitation of any fees, costs and expenses otherwise payable by the Restricted Holder(s) pursuant to the Deposit Agreement (some of which fees may be payable to the Depositary under the Deposit Agreement may be cumulative), and subject to any other agreements between the Company and the Depositary with respect to the manner in which the fees payable to the Depositary hereunder are paid, the Company and the Depositary agree that the Restricted Holder(s) (or the Company if the Company and the Depositary have agreed otherwise) shall pay to the Depositary: (i) any and all fees, costs and expenses payable under the terms of the Deposit Agreement, the Restricted ADS Letter Agreement and this RADS Series Supplement, and (ii) all costs and expenses (including all related legal fees) incurred by or on behalf of the Depositary, in each case in connection with the transactions contemplated herein.
Depositary Fees. Without limitation of any fees, costs and expenses otherwise payable by Holders pursuant to the Deposit Agreement, the Company and the Depositary hereby agree that the Depositary shall be entitled to receive for the services contemplated herein such fees as are separately agreed between the Company and the Depositary from time to time. This Restricted ADS Letter Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of such counterparts shall constitute the same agreement. The Company and the Depositary have caused this Restricted ADS Letter Agreement to be executed and delivered on their behalf by their respective officers thereunto duly authorized as of the date set forth above. POLESTAR AUTOMOTIVE HOLDING UK PLC By: /s/ T▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: T▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ J▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: J▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer CITIBANK, N.A. By: /s/ K▇▇▇▇ ▇▇▇▇▇ Name: K▇▇▇▇ ▇▇▇▇▇ Title: Attorney-in-Fact 1-B Standard Consent and Delivery Instruction – Restricted Holder 2 Standard Transfer Certification 3 Standard Withdrawal Certification 4 Standard Resale Certification and Instruction Letter A Form of Series Exhibit APPENDIX 1-A to Restricted ADS Letter Agreement, dated as of June 23, 2022 (the “Restricted ADS Letter Agreement”), by and between Polestar Automotive Holding UK PLC Citibank, N.A. - ADR Department 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: Account Management C▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Dear Sirs: Reference is hereby made to (i) the Deposit Agreement, dated as of June 23, 2022, as amended and supplemented from time to time (as so amended and supplemented, the “Deposit Agreement”), by and among Polestar Automotive Holding UK PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), Citibank, N.A., as Depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares (the “ADSs”) issued thereunder, and (ii) the Restricted ADS Letter Agreement, dated as of June 23, 2022, as amended and supplemented from time to time (as so amended and supplemented, the “Restricted ADS Letter Agreement”), by and between the Company and the Depositary. Capitalized terms used but not defined herein shall have the meanings given to them in the Deposit Agreement, or, in the event so noted herein, in the Restricted ADS Letter Agreement. The Company hereby deposits the Restricted Shares specified in Sched...