Distribution in Shares. (a) If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, subject to the applicable provisions of this Deposit Agreement, the Depositary may, and shall, if the Company shall so request, distribute as promptly as practicable to the Owners of entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them, respectively, additional American Depositary Shares representing the number of Shares received as such dividend or distribution, subject to the terms and conditions of this Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the fees and expenses of the Depositary as provided in Section 5.09. The Depositary may withhold any such distribution if it has not received reasonably satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933. In lieu of delivering fractional American Depositary Shares in any such case, the Depositary shall sell the amount of Shares represented by the aggregate of such fractions and distribute as promptly as practicable the net proceeds, all in the manner and subject to the conditions described in Section 4.01. If additional American Depositary Shares are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. (b) In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities an option to elect to receive dividends in fully paid Shares instead of cash, the Depositary and the Company agree to consult to determine whether such option will be made available to the Owners and, if such option is to be made available to Owners, the procedures to be followed.
Appears in 4 contracts
Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (America Movil Sa De Cv/)
Distribution in Shares. (a) If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, subject the Company shall cause such Shares to be deposited with the applicable provisions Custodian and registered, as the case may be, in the name of this Deposit Agreementthe Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary may, shall establish the ADS Record Date upon the terms described in Section 4.7 and shall, if the Company shall so requestsubject to Section 5.9 hereof, either (i) distribute as promptly as practicable to the Owners Holders as of entitled thereto, the ADS Record Date in proportion to the number of American Depositary Shares representing such Deposited Securities held by them, respectivelyas of the ADS Record Date, additional American Depositary Shares representing Shares, which represent in the aggregate the number of Shares received as such dividend dividend, or free distribution, subject to the other terms and conditions of this Deposit Agreement with respect to (including, without limitation, (a) the deposit of Shares and the issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the applicable fees and charges of, and expenses of the Depositary as provided in Section 5.09. The Depositary may withhold any such distribution if it has not received reasonably satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933. In lieu of delivering fractional American Depositary Shares in any such caseincurred by, the Depositary shall sell the amount of Shares represented by the aggregate of such fractions and distribute as promptly as practicable the net proceeds(b) taxes), all in the manner and subject to the conditions described in Section 4.01. If or (ii) if additional American Depositary Shares are not so distributed, each American Depositary Share issued and
4.1. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an opinion of counsel to the Company furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall thenceforth also represent distribute the additional Shares distributed upon the Deposited Securities represented thereby.
net proceeds of any such sale (after deduction of applicable (a) taxes and (b) In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities an option to elect to receive dividends in fully paid Shares instead of cashfees and charges of, and expenses incurred by, the Depositary and Depositary) to Holders entitled thereto upon the Company agree to consult to determine whether such option will be made available to the Owners and, if such option is to be made available to Owners, the procedures to be followedterms described in Section 4.1.
Appears in 2 contracts
Sources: Deposit Agreement (WNS (Holdings) LTD), Deposit Agreement (WNS (Holdings) LTD)
Distribution in Shares. (a) If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, subject to the applicable provisions of this Deposit Agreement, the Depositary may, and shall, if the Company shall so request, distribute deliver as promptly as practicable to the Owners of outstanding American Depositary Shares entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them, respectively, additional American Depositary Shares representing the number of Shares received as such dividend or distribution, subject to the terms and conditions of this Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the fees and expenses of the Depositary as provided in Section 5.09. The Depositary may withhold any such distribution if it has not received reasonably satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933. In lieu of delivering fractional American Depositary Shares in any such case, the Depositary shall sell the amount of Shares represented by the aggregate of such fractions and distribute as promptly as practicable the net proceeds, all in the manner and subject to the conditions described in Section 4.01. If additional American Depositary Shares are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.
(b) In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities an option to elect to receive dividends in fully paid Shares instead of cash, the Depositary and the Company agree to consult to determine whether such option will be made available to the Owners and, if such option is to be made available to such Owners, the procedures to be followed.
Appears in 2 contracts
Sources: Deposit Agreement (Central North Airport Group), Deposit Agreement (Central North Airport Group)
Distribution in Shares. (a) If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, subject to the applicable provisions of this Deposit Agreement, the Depositary may, and shall, if the Company shall so request, distribute as promptly as practicable to the Owners of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them, respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number of Shares received as such dividend or distribution, subject to the terms and conditions of this Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the fees and expenses of the Depositary as provided in Section 5.09. The Depositary may withhold any such distribution if it has not received reasonably satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall sell the amount of Shares represented by the aggregate of such fractions and distribute as promptly as practicable the net proceeds, all in the manner and subject to the conditions described in Section 4.01. If additional American Depositary Shares Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.
(b) In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities an option to elect to receive dividends in fully paid Shares instead of cash, the Depositary and the Company agree to consult to determine whether such option will be made available to the Owners of Receipts and, if such option is to be made available to such Owners, the procedures to be followed.
Appears in 2 contracts
Sources: Deposit Agreement (Pacific Airport Group), Deposit Agreement (Pacific Airport Group)
Distribution in Shares. (a) If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, subject to the applicable provisions of this Deposit Agreement, the Depositary maymay with the approval of the Company, and shall, shall if the Company shall so request, distribute as promptly as practicable to the Owners Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them, respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number of Shares received as such dividend or distribution, subject to the terms and conditions of this Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the fees and expenses of the Depositary as provided in Section 5.09. The Depositary may withhold any such distribution if it has not received reasonably satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall sell the amount of Shares represented by the aggregate of such fractions and distribute as promptly as practicable the net proceeds, all in the manner and subject to the conditions described in Section 4.014.02. If additional American Depositary Shares Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. The Depositary may sell, by private or public sale, a portion of the distributed Shares that is sufficient to pay its fees and expenses in connection with the distribution.
(b) In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities an option to elect to receive dividends in fully paid Shares instead of cash, the Depositary and the Company agree to consult to determine whether such option will be made available to the Owners Holders of Receipts and, if such option is to be made available to OwnersHolders, the procedures to be followed.
Appears in 1 contract
Distribution in Shares. (a) If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, subject to the applicable provisions of this Deposit Agreement, the Depositary may, with the approval of the Company, and shall, if the Company shall so request, distribute as promptly as practicable to the Owners of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them, respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number of Shares received as such dividend or distribution, subject to the terms and conditions of this Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary SharesShares evidenced by Receipts, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the fees and expenses of the Depositary as provided in Section 5.095.09 (and the Depositary may sell, by public or private sale, an amount of the Shares received sufficient to pay its fees and expenses in respect of that distribution. The Depositary may withhold any such distribution if it has not received reasonably satisfactory assurances from the Company that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of 1933such Act. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall use reasonable efforts to sell the amount of Shares represented by the aggregate of such fractions and distribute as promptly as practicable the net proceeds, all in the manner and subject to the conditions described in Section 4.01. If additional American Depositary Shares Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.
(b) In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities an option to elect to receive dividends in fully paid Shares instead of cash, the Depositary and the Company agree to consult to determine whether such option will be made available to the Owners and, if such option is to be made available to Owners, the procedures to be followed.
Appears in 1 contract
Sources: Deposit Agreement (Bank of New York / Adr Division)
Distribution in Shares. (a) If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, subject the Depositary may either (i) if Book-Entry Regulations S GDSs are available reflect on the records of the Depositary such increase in the aggregate number of Regulations S GDSs representing Shares evidenced by the Master GDR and give notice to DTC of the related increase in the number of Regulations S GDSs evidenced by the Master GDR or (ii) if Book-Entry Regulations S GDSs are not available, distribute to the applicable provisions Holders of this Deposit Agreement, the Depositary may, and shall, if the Company shall so request, distribute as promptly as practicable to the Owners of outstanding Receipts entitled thereto, in proportion to the number of American Regulation S Global Depositary Shares representing such Deposited Securities evidenced by Receipts held by them, them respectively, additional American Receipts evidencing an aggregate number of Regulation S Global Depositary Shares representing the number amount of Shares received as such dividend or free distribution, subject to the terms and conditions of this the Regulation S Deposit Agreement with respect to the deposit of Shares and the issuance of American Regulation S Global Depositary SharesShares evidenced by Receipts, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the fees and expenses of the Depositary as provided in Section 5.09. The Depositary may withhold any such distribution of Receipts if it has not received reasonably satisfactory assurances from the Company that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of 1933such Act. In lieu of delivering Receipts for fractional American Regulation S Global Depositary Shares in any such case, the Depositary shall sell the amount of Shares represented by the aggregate of such fractions and distribute as promptly as practicable the net proceeds, all in the manner and subject to the conditions described in Section 4.01. If such adjustments on the records of the Depositary are not so made or additional American Depositary Shares Receipts are not so distributed, each American Global Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.
(b) In the event . Each Beneficial Owner of Receipts or Shares so distributed shall be deemed to have acknowledged that the Company shall offer or cause Shares have not been registered under the Securities Act and to be offered have agreed to comply with the holders restrictions on transfer described in the form of any Deposited Securities an option to elect to receive dividends legend set forth in fully paid Shares instead of cash, the Depositary and the Company agree to consult to determine whether such option will be made available to the Owners and, if such option is to be made available to Owners, the procedures to be followedSection 2.01 hereof.
Appears in 1 contract
Sources: Regulation S Deposit Agreement (Randgold Resources LTD)
Distribution in Shares. (a) If any distribution upon any Deposited ---------------------- Securities consists of a dividend in, or free distribution of, Shares, subject the Company shall cause such Shares to be deposited with the applicable provisions Custodian and registered, as the case may be, in the name of this Deposit Agreementthe Depositary, the Custodian or any of their nominees. The Depositary may, shall establish the ADS Record Date and shall, if subject to Section 5.9 hereof, and upon receipt of confirmation of such deposit from the Company shall so request, Custodian either (i) distribute as promptly as practicable to the Owners Holders as of entitled thereto, the ADS Record Date in proportion to the number of American Depositary Shares representing such Deposited Securities held by them, respectivelyas of the ADS Record Date, additional American Depositary Shares representing Shares, which represent in the aggregate the number of Shares received as such dividend dividend, or free distribution, subject to the other terms and conditions of this Deposit Agreement with respect to (including, without limitation, (a) the deposit of Shares and the issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the applicable fees and charges of, and expenses of the Depositary as provided in Section 5.09. The Depositary may withhold any such distribution if it has not received reasonably satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933. In lieu of delivering fractional American Depositary Shares in any such caseincurred by, the Depositary shall sell the amount of Shares represented by the aggregate of such fractions and distribute as promptly as practicable the net proceeds(b) taxes), all in the manner and subject to the conditions described in Section 4.01. If or (ii) if additional American Depositary Shares are not so distributed, each American Depositary Share shall thenceforth also represent issued and outstanding after the additional Shares distributed upon the Deposited Securities represented thereby.ADS Record
(b) 4.1. In the event that the Company shall offer Depositary determines that any distribution in property (including Shares) is subject to any tax or cause other governmental charges which the Depositary is obligated to withhold, or, if the Company, in the fulfillment of its obligation under Section 5.7 hereof, has furnished an opinion of U.S. counsel determining that Shares must be registered under the Securities Act or other laws in order to be offered distributed to the holders of any Deposited Securities an option to elect to receive dividends in fully paid Shares instead of cashHolders (and no such registration statement has been declared effective) or that no exemption from registration exists, the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Company agree to consult to determine whether Depositary shall distribute the net proceeds of any such option will be made available to the Owners andsale (after deduction of such (a) taxes and (b) fees and charges of, if such option is to be made available to Ownersand expenses incurred by, the procedures Depositary) to be followedHolders entitled thereto upon the terms described in Section
4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of this Deposit Agreement.
Appears in 1 contract
Sources: Deposit Agreement (United Pan Europe Communications Nv)
Distribution in Shares. (a) If any distribution upon any Deposited Securities consists of a dividend in, in or free distribution of, of Shares, subject the Company shall cause such Shares to be deposited with and registered with the applicable provisions Share Registrar in the name of this Deposit Agreement, the Custodian and thereupon the Depositary may, with the Company’s approval, and shall, if the Company shall so requestrequests, subject to Section 5.07 either (i) distribute as promptly as practicable to the Owners of Holders entitled thereto, as of the record date fixed pursuant to Section 4.09 in proportion to the number of American Depositary Shares representing such Deposited Securities held by them, them respectively, additional Receipts for American Depositary Shares representing Shares, which represent in aggregate the number of Shares received as such dividend or free distribution, subject to the terms and conditions of this Deposit Agreement with respect to the deposit of Shares Agreement, including, without limitation, Sections 2.02, 2.03, 5.07 and the issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as provided 5.09; in Section 4.11 and the payment of the fees and expenses of the Depositary as provided in Section 5.09. The Depositary may withhold any such distribution if it has not received reasonably satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall sell the amount number of Shares represented by the aggregate of such fractions and distribute as promptly as practicable the net proceeds, all in the manner and subject to the conditions described in Section 4.01. If 4.02 or (ii) if additional American Depositary Shares Receipts are not so distributeddistributed (except as pursuant to (i) above), each American Depositary Share shall thenceforth also represent pro rata the additional Shares distributed upon the Deposited Securities represented thereby.
(b) . In the event that the Company shall offer Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or cause other governmental charges which the Depositary is obligated to withhold, or, if after the Company, in the fulfillment of its obligation under Section 5.07, has furnished an opinion of U.S. counsel determining that Shares must be registered under the Securities Act or other laws in order to be offered distributed to Holders, or if the holders of any Deposited Securities an Company does not provide a satisfactory option to elect to receive dividends as provided in fully paid Shares instead of cashSection 5.07, the Depositary may adopt such method as the Depositary may deem equitable and practicable (after consultation with the Company) for the purpose of effecting such distribution, including the disposal of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes or charges, or effect the distribution of unregistered Shares, and the Company agree Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges to consult to determine whether such option will be made available Holders entitled hereto in proportion to the Owners and, if number of American Depositary Shares held by them respectively and the Depositary shall distribute any unsold balance of such option is to be made available to Owners, property in accordance with the procedures to be followedprovisions of this Deposit Agreement.
Appears in 1 contract
Distribution in Shares. (a) If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, subject the Company shall cause such Shares to be deposited with the applicable provisions Custodian and registered, as the case may be, in the name of this Deposit Agreementthe Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary may, shall establish the ADS Record Date upon the terms described in Section 4.7 and shall, if the Company shall so requestsubject to Section 5.9 hereof, either (i) distribute as promptly as practicable to the Owners Holders as of entitled thereto, the ADS Record Date in proportion to the number of American Depositary Shares representing such Deposited Securities ADSs held by them, respectivelyas of the ADS Record Date, additional American Depositary Shares representing ADSs, which represent in the number of Shares received as such dividend or distribution, subject to the terms and conditions of this Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the fees and expenses of the Depositary as provided in Section 5.09aggregate
1. The Depositary may withhold any such distribution of Receipts if it has not received reasonably satisfactory assurances from the Company (including an opinion of counsel to the Company furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of 1933the Securities Act. In lieu of delivering fractional American Depositary Shares in any To the extent such casedistribution may be withheld, the Depositary shall sell the amount may dispose of Shares represented by the aggregate all or a portion of such fractions distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute as promptly as practicable the net proceedsproceeds of any such sale (after deduction of applicable (a) taxes and governmental charges and (b) fees and charges of, all in and expenses incurred by, the manner and subject Depositary) to Holders entitled thereto upon the conditions terms described in Section 4.01. If additional American Depositary Shares are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby4.1.
(b) In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities an option to elect to receive dividends in fully paid Shares instead of cash, the Depositary and the Company agree to consult to determine whether such option will be made available to the Owners and, if such option is to be made available to Owners, the procedures to be followed.
Appears in 1 contract
Sources: Deposit Agreement (China Distance Education Holdings LTD)
Distribution in Shares. (a) If if any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, subject to the applicable provisions of this Deposit Agreement, the Depositary maymay with the approval of the Company, and shall, shall if the Company shall so request, distribute as promptly as practicable to the Owners Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them, respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number of Shares received as such dividend or distribution, subject to the terms and conditions of this Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares, including the withholding of any tax after deduction or other governmental charge as provided in Section 4.11 and the upon payment of (a) the fees and charges of, and expenses of incurred by, the Depositary as provided in Section 5.09. The Depositary may withhold any such distribution if it has not received reasonably satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933and (b) taxes. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall sell the amount of Shares represented by the aggregate of such fractions and distribute as promptly as practicable the net proceeds, all in the manner and subject to the conditions described in Section 4.014.02. If additional American Depositary Shares Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.
(b) In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities an option to elect to receive dividends in fully paid Shares instead of cash, the Depositary and the Company agree to consult to determine whether such option will be made available to the Owners Holders of Receipts and, if such option is to be made available to OwnersHolders, the procedures to be followed.
(c) If for any reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such Shares must be registered under the Securities Act in order to be distributed to Holders of Receipts) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method, as it may reasonably deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the Shares thus received, or any part thereof, and the distribution of the net proceeds of any such sale by the Depositary to the Holders entitled hereto as in the case of a distribution received in cash.
Appears in 1 contract
Sources: Deposit Agreement (Scottish & Southern Energy PLC /Fi)
Distribution in Shares. (a) If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, subject the Company shall cause such Shares to be deposited with the applicable provisions Custodian and registered, as the case may be, in the name of this Deposit Agreementthe Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary may, shall establish the ADS Record Date upon the terms described in Section 4.7 and shall, if the Company shall so requestsubject to Section 5.9 hereof, either (i) distribute as promptly as practicable to the Owners Holders as of entitled thereto, the ADS Record Date in proportion to the number of American Depositary Shares representing such Deposited Securities held by them, respectivelyas of the ADS Record Date, additional American Depositary Shares representing Shares, which represent in the aggregate the number of Shares received as such dividend dividend, or free distribution, subject to the other terms and conditions of this Deposit Agreement with respect to (including, without limitation, (a) the deposit of Shares and the issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the applicable fees and charges of, and expenses of incurred by, the Depositary as provided in Section 5.09. The Depositary may withhold any such distribution for herein and (b) taxes and/or governmental charges), or (ii) if it has not received reasonably satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933. In lieu of delivering fractional American Depositary Shares in any such case, the Depositary shall sell the amount of Shares represented by the aggregate of such fractions and distribute as promptly as practicable the net proceeds, all in the manner and subject to the conditions described in Section 4.01. If additional American Depositary Shares are not so distributed, each American Depositary Share shall issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby.
thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary as provided for herein and (b) taxes and governmental charges). In the event that the Company shall offer or cause to be offered to the holders lieu of any Deposited Securities an option to elect to receive dividends in fully paid Shares instead of cashdelivering fractional American Depositary Shares, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1. The Depositary may withhold any such distribution of American Depositary Shares if it has not received satisfactory assurances from the Company (including an opinion of counsel to the Company furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Company agree to consult to determine whether Depositary shall distribute the net proceeds of any such option will be made available to the Owners andsale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, if such option is to be made available to Ownersand expenses incurred by, the procedures Depositary as provided for herein) to be followedHolders entitled thereto upon the terms described in Section 4.1.
Appears in 1 contract
Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distribution in Shares. (a) If any distribution upon any Deposited ---------------------- Securities consists of a dividend in, or free distribution of, Shares, subject the Company shall cause such Shares to be deposited with the applicable provisions Custodian and registered, as the case may be, in the name of this Deposit Agreementthe Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary may, shall establish the ADS Record Date and shall, if the Company shall so requestsubject to Section 5.9 hereof, either (i) distribute as promptly as practicable to the Owners Holders as of entitled thereto, the ADS Record Date in proportion to the number of American Depositary Shares representing such Deposited Securities held by them, respectivelyas of the ADS Record Date, additional American Depositary Shares representing Shares, which represent in the aggregate the number of Shares received as such dividend dividend, or free distribution, subject to the other terms and conditions of this Deposit Agreement with respect to (including, without limitation, (a) the deposit of Shares and the issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the applicable fees and charges of, and expenses of the Depositary as provided in Section 5.09. The Depositary may withhold any such distribution if it has not received reasonably satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933. In lieu of delivering fractional American Depositary Shares in any such caseincurred by, the Depositary shall sell the amount of Shares represented by the aggregate of such fractions and distribute as promptly as practicable the net proceeds(b) taxes), all in the manner and subject to the conditions described in Section 4.01. If or (ii) if additional American Depositary Shares are not so distributed, each American Depositary Share shall thenceforth also represent issued and outstanding after the additional Shares distributed upon the Deposited Securities represented thereby.ADS Record
(b) 4.1. In the event that the Company shall offer Depositary determines that any distribution in property (including Shares) is subject to any tax or cause other governmental charges which the Depositary is obligated to withhold, or, if the Company, in the fulfillment of its obligation under Section 5.7 hereof, has furnished an opinion of U.S. counsel determining that Shares must be registered under the Securities Act or other laws in order to be offered distributed to the holders of any Deposited Securities an option to elect to receive dividends in fully paid Shares instead of cashHolders (and no such registration statement has been declared effective) or that no exemption from registration exists, the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Company agree to consult to determine whether Depositary shall distribute the net proceeds of any such option will be made available to the Owners andsale (after deduction of such (a) taxes and (b) fees and charges of, if such option is to be made available to Ownersand expenses incurred by, the procedures Depositary) to be followedHolders entitled thereto upon the terms described in Section
4.1. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of this Deposit Agreement.
Appears in 1 contract
Sources: Deposit Agreement (United Pan Europe Communications Nv)
Distribution in Shares. (a) If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, subject the Company shall cause such Shares to be deposited with the applicable provisions Custodian and registered, as the case may be, in the name of this Deposit Agreementthe Depositary, the Custodian or any of their respective nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary may, shall establish the ADS Record Date upon the terms described in Section 4.9 and either (i) the Depositary shall, if the Company shall so requestsubject to Section 5.9 hereof, distribute as promptly as practicable to the Owners Holders as of entitled thereto, the ADS Record Date in proportion to the number of American Depositary Shares representing such Deposited Securities held by them, respectivelyas of the ADS Record Date, additional American Depositary Shares representing Shares, which represent in the aggregate the number of Shares received as such dividend dividend, or free distribution, subject to the other terms and conditions of this Deposit Agreement with respect (including, without limitation, (a)
4.1. In the event that the Depositary determines that any distribution in property (including Shares) is subject to the deposit of Shares and the issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the fees and expenses of charges which the Depositary as provided is obligated to withhold, or, if the Company, in the fulfillment of its obligation under Section 5.09. The Depositary may withhold any such distribution if it 5.7 hereof, has not received reasonably satisfactory assurances from the Company furnished an opinion of U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act of 1933. In lieu of delivering fractional American Depositary Shares or other laws in any order to be distributed to Holders (and no such caseregistration statement has been declared effective), the Depositary shall sell the amount may dispose of Shares represented by the aggregate all or a portion of such fractions property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute as promptly as practicable the net proceeds, all in the manner proceeds of any such sale (after deduction of applicable (a) taxes and subject to the conditions described in Section 4.01. If additional American Depositary Shares are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.
(b) In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities an option to elect to receive dividends in fully paid Shares instead of cashfees and charges of, and expenses incurred by, the Depositary) to Holders entitled thereto upon the terms described in Section
4.1. The Depositary and shall hold and/or distribute any unsold balance of such property in accordance with the Company agree to consult to determine whether such option will be made available to the Owners and, if such option is to be made available to Owners, the procedures to be followedprovisions of this Deposit Agreement.
Appears in 1 contract
Distribution in Shares. (a) If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, subject to the applicable provisions of this Deposit Agreement, the Depositary may, with the approval of the Company, and shall, if the Company shall so request, distribute as promptly as practicable to the Owners of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them, respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number of Shares received as such dividend or distribution, subject to the terms and conditions of this Deposit Agreement including with respect to the deposit of Shares and the issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the fees and expenses of the Depositary as provided in Section 5.09. The Depositary may withhold any such distribution if it has not received reasonably satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933charge. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall sell the amount of Shares represented by the aggregate of such fractions and distribute as promptly as practicable the net proceeds, all in the manner and subject to the conditions described in Section 4.014.02. If additional American Depositary Shares Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.
(b) In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities an option to elect to receive dividends in fully paid Shares instead of cash, the Depositary and the Company agree to consult to determine whether such option will be made available to the Owners of Receipts and, if such option is to be made available to Owners, the procedures to be followed.
Appears in 1 contract
Distribution in Shares. (a) If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, subject the Depositary may distribute to the applicable provisions Registered Holders of this Deposit Agreement, Receipts on the Depositary may, and shall, if the Company shall so request, distribute as promptly as practicable record date fixed pursuant to the Owners of entitled theretoSection 4.06 hereof, in proportion to the number of American Depositary Shares representing such Deposited Securities held by each of them, respectively, additional Receipts in the same form for an aggregate number of American Depositary Shares representing the number amount of Shares received as such dividend or free distribution, subject to remainder of this Section 4.03 and the terms and conditions of this Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary SharesShares evidenced by Receipts, including the withholding of any tax or other governmental charge as provided in Section 4.11 4.12 hereof and the payment of the fees fees, expenses and expenses charges of the Depositary as provided in Section 5.095.09 hereof. In lieu of delivering Receipts for fractional American Depositary Shares the Depositary may, in its discretion, sell the amount of Shares represented by the aggregate of such fractions, at public or private sale, at such place or places and upon such terms as it may deem proper, and distribute the net proceeds of any such sale in accordance with Section 4.01 hereof. If additional Receipts are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent its proportionate interest in the additional Shares so distributed upon such Deposited Securities. The Depositary may withhold any such distribution of Receipts if it has not received reasonably satisfactory assurances from the Company (including an opinion of counsel to the Company furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of 1933the Securities Act. In lieu of delivering fractional American Depositary Shares in any To the extent such casedistribution may be withheld, the Depositary shall sell the amount may dispose of Shares represented by the aggregate all or a portion of such fractions distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute as promptly as practicable the net proceedsproceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, all in and expenses incurred by, the manner and subject Depositary) to Registered Holders entitled thereto upon the conditions terms described in Section 4.01. If additional American Depositary Shares are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.
(b) In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities an option to elect to receive dividends in fully paid Shares instead of cash, the Depositary and the Company agree to consult to determine whether such option will be made available to the Owners and, if such option is to be made available to Owners, the procedures to be followed.
Appears in 1 contract
Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distribution in Shares. (a) If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, subject the Company shall cause such Shares to be deposited with the applicable provisions Custodian and registered, as the case may be, in the name of this Deposit Agreementthe Depositary, the Custodian or their respective nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary may, shall establish the ADS Record Date upon the terms described in Section 4.9 and either (i) the Depositary shall, if the Company shall so requestsubject to Section 5.9, distribute as promptly as practicable to the Owners Holders as of entitled thereto, the ADS Record Date in proportion to the number of American Depositary Shares representing such Deposited Securities ADSs held by them, respectivelyas of the ADS Record Date, additional American Depositary Shares representing ADSs, which represent in the aggregate the number of Shares received as such dividend dividend, or free distribution, subject to the other terms and conditions of this Deposit Agreement with respect (including, without limitation, (a) the applicable fees and
4.1. In the event that the Depositary determines that any distribution in property (including Shares) is subject to the deposit of Shares and the issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the fees and expenses of charges which the Depositary as provided in Section 5.09. The Depositary may withhold any such distribution is obligated to withhold, or, if it has not received reasonably satisfactory assurances from the Company in the fulfillment of its obligation under Section 5.7, has furnished an opinion of U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act of 1933. In lieu of delivering fractional American Depositary Shares or other laws in any order to be distributed to Holders (and no such caseregistration statement has been declared effective), the Depositary shall sell the amount may dispose of Shares represented by the aggregate all or a portion of such fractions property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute as promptly as practicable the net proceeds, all in the manner proceeds of any such sale (after deduction of (a) taxes and subject to the conditions described in Section 4.01. If additional American Depositary Shares are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.
(b) In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities an option to elect to receive dividends in fully paid Shares instead of cashfees and charges of, and expenses incurred by, the Depositary) to Holders entitled thereto upon the terms described in Section
4.1. The Depositary and shall hold and/or distribute any unsold balance of such property in accordance with the Company agree to consult to determine whether such option will be made available to the Owners and, if such option is to be made available to Owners, the procedures to be followedprovisions of this Deposit Agreement.
Appears in 1 contract
Sources: Deposit Agreement (BHP Billiton LTD)
Distribution in Shares. (a) If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, subject the Company shall cause such Shares to be deposited with the applicable provisions Custodian and registered, as the case may be, in the name of this Deposit Agreementthe Depositary, the Custodian or their respective nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary may, shall establish the ADS Record Date upon the terms described in Section 4.9 and either (i) the Depositary shall, if the Company shall so requestsubject to Section 5.9 hereof, distribute as promptly as practicable to the Owners Holders as of entitled thereto, the ADS Record Date in proportion to the number of American Depositary Shares representing such Deposited Securities ADSs held by them, respectivelyas of the ADS Record Date, additional American ADSs, which
1. In the event that the Depositary Shares representing the number of Shares received as such dividend or distribution, determines that any distribution in property (including Shares) is subject to the terms and conditions of this Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the fees and expenses of charges which the Depositary as provided in Section 5.09. The Depositary may withhold any such distribution is obligated to withhold, or, if it has not received reasonably satisfactory assurances from the Company in the fulfillment of its obligation under Section 5.7 hereof, has furnished an opinion of U.S. counsel determining that such distribution does not require registration Shares must be registered under the Securities Act of 1933. In lieu of delivering fractional American Depositary Shares or other laws in any order to be distributed to Holders (and no such caseregistration statement has been declared effective), the Depositary shall sell the amount may dispose of Shares represented by the aggregate all or a portion of such fractions property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute as promptly as practicable the net proceedsproceeds of any such sale (after deduction of (a) taxes and (b) fees and charges of, all in and expenses incurred by, the manner and subject Depositary) to Holders entitled thereto upon the conditions terms described in Section 4.01. If additional American Depositary Shares are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby4.
(b) In 1. The Depositary shall hold or distribute any unsold balance of such property in accordance with the event that the Company shall offer or cause to be offered to the holders provisions of any Deposited Securities an option to elect to receive dividends in fully paid Shares instead of cash, the Depositary and the Company agree to consult to determine whether such option will be made available to the Owners and, if such option is to be made available to Owners, the procedures to be followedthis Deposit Agreement.
Appears in 1 contract