Common use of Distribution in Shares Clause in Contracts

Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in or free distribution of Shares, the Company shall cause such Shares to be deposited with and registered with the Share Registrar in the name of the Custodian and thereupon the Depositary may, with the Company’s approval, and shall, if the Company so requests, subject to Section 5.07 either (i) distribute to the 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 respectively, additional Receipts for American Depositary Shares, which represent in aggregate the number of Shares received as such dividend or free distribution, subject to the terms of this Deposit Agreement, including, without limitation, Sections 2.02, 2.03, 5.07 and 5.09; in lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.02 or (ii) if additional Receipts are not so distributed (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. In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or 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 distributed to Holders, or if the Company does not provide a satisfactory option as provided in Section 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 Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges to Holders entitled hereto in proportion to the number of American Depositary Shares held by them respectively and the Depositary shall distribute any unsold balance of such property in accordance with the provisions of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Edp Energias De Portugal Sa)

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Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in in, or free distribution of of, Shares, the Company shall cause such Shares to be deposited with and registered with the Share Registrar in the name of the Custodian and thereupon the Depositary may, with the Company’s approval, and shall, if the Company so requests, subject to Section 5.07 hereof, either (i) distribute to the Holders entitled thereto, as of the record date fixed pursuant to Section 4.09 hereof, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts for American Depositary Shares, which represent represents in aggregate the number of Shares received as such dividend dividend, or free distribution, subject to the terms of this Deposit Agreement, including, without limitation, Sections 2.02, 2.03, 4.04, 5.07 and 5.095.09 hereof; in lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.02 as in the ease of cash distributions or (ii) if additional Receipts are not so distributed (except as pursuant to (i) above)distributed, each American Depositary Share shall thenceforth also represent pro rata the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if after the Company, in the fulfillment of its obligation under Section 5.075.07 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 distributed to Holders, or if the Company does not provide a satisfactory option as provided in Section 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 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 salesale in any commercial reasonable manner, as the Depositary deems necessary and practicable to pay any such taxes or charges, or effect the distribution of unregistered Shares, and the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges to Holders entitled hereto thereto in proportion to the number of American Depositary Shares held by them respectively and the Depositary shall distribute any unsold balance of such property in accordance with the provisions of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Manufacturas De Papel C a Manpa S a C a /Fi)

Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in or free distribution of Shares, the Company shall cause such Shares to be deposited with the Custodian and registered with registered, as the Share Registrar case may be, in the name of the Depositary, the Custodian and thereupon or their respective nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary may, with shall establish the Company’s approval, ADS Record Date upon the terms described in Section 4.9 and either (i) the Depositary shall, if the Company so requests, subject to Section 5.07 either (i) 5.9 hereof, distribute to the Holders entitled thereto, as of the record date fixed pursuant to Section 4.09 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 Receipts for American Depositary Shares, which represent in the aggregate the number of Shares received as such dividend or free distribution, subject to the other terms of this Deposit Agreement, Agreement (including, without limitation, Sections 2.02payment of (a) the applicable fees and charges of, 2.03and expenses incurred by, 5.07 the Depositary as set forth in Exhibit B hereto and 5.09; (b) taxes), or (ii) if additional American Depositary Shares are not so distributed, each American Depositary Share issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes). In lieu of delivering Receipts for fractional American Depositary Shares in any such caseShares, the Depositary shall sell the number of Shares or American Depositary Shares, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds, all in proceeds upon the manner and subject to the conditions terms described in Section 4.02 or (ii) if additional Receipts are not so distributed (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 thereby4.1. In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe thereforShares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if after the Company, Company in the fulfillment of its obligation under Section 5.075.7 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 distributed to Holders, or if the Company does not provide a satisfactory option as provided in Section 5.07Holders (and no such registration statement has been declared effective), 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 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 to pay any such taxes or charges, or effect the distribution of unregistered Sharespracticable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of such (a) taxes or and (b) fees and charges of, and expenses incurred by, the Depositary) to Holders entitled hereto thereto upon the terms described in proportion to the number of American Depositary Shares held by them respectively and the 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

Samples: Deposit Agreement (Citibank,N.A./ADR)

Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in in, or free distribution of of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered with registered, as the Share Registrar case may be, in the name of the Depositary, the Custodian and thereupon or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary may, with shall establish the Company’s approval, ADS Record Date upon the terms described in Section 4.7 and shall, if the Company so requests, subject to Section 5.07 5.9 hereof, either (i) distribute to the Holders entitled thereto, as of the record date fixed pursuant to Section 4.09 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 Receipts for American Depositary Shares, which represent in the aggregate the number of Shares received as such dividend dividend, or free distribution, subject to the other terms of this Deposit Agreement, Agreement (including, without limitation, Sections 2.02(a) the applicable fees and charges of, 2.03and expenses incurred by, 5.07 the Depositary as provided for herein and 5.09; (b) taxes and/or governmental charges), or (ii) if additional American Depositary Shares are not so distributed, each American Depositary Share 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 (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 lieu of delivering Receipts for fractional American Depositary Shares in any such caseShares, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, all in proceeds upon the manner and subject to the conditions terms described in Section 4.02 or (ii) if additional Receipts are not so distributed (except as pursuant to (i) above), each 4.1. The Depositary may withhold any such distribution of American Depositary Share shall thenceforth also represent pro rata Shares if it has not received satisfactory assurances from the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Depositary determines that any distribution in property Company (including Shares and rights to subscribe therefor) is subject to any tax or 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 to the Company furnished at the expense of the Company) that Shares must be registered such distribution does not require registration under the Securities Act or other laws in order to is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be distributed to Holders, or if the Company does not provide a satisfactory option as provided in Section 5.07withheld, 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 dispose of all or a portion of such property (including Shares and rights to subscribe therefor) distribution 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 Sharespracticable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of such applicable (a) taxes or and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary as provided for herein) to Holders entitled hereto thereto upon the terms described in proportion to the number of American Depositary Shares held by them respectively and the Depositary shall distribute any unsold balance of such property in accordance with the provisions of this Deposit AgreementSection 4.1.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

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Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in in, or free distribution of of, Shares, the Depositary may, with the Company's approval, and shall, if the Company shall requests, (i) instruct the Company to deposit or cause such Shares to be deposited with and registered with the Share Registrar in the name of the Custodian and thereupon the Depositary may, with the Company’s approval, and shall, if the Company so requests, subject to Section 5.07 either (iii) distribute as promptly as practicable to the Holders entitled thereto, as of the record date fixed pursuant to Section 4.09 hereof, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts for American Depositary Shares, which represent represents in aggregate the number of Shares received as such dividend dividend, or free distribution, subject to the terms of this Deposit Agreement, including, without limitation, Sections 2.02, 2.03, 5.07 4.04 and 5.09; in 5.09 hereof. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.02 or (ii) if 4.02. If additional Receipts are not so distributed (except as pursuant to (i) above)distributed, each American Depositary Share shall thenceforth also represent pro rata the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Company, the Depositary determines that or the Custodian shall be required to withhold and does withhold from any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which charge, the Depositary is obligated to withholdmay, or, if after with the consent of the Company, in the fulfillment of its obligation under Section 5.07which consent shall not be unreasonably withheld, 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 distributed to Holders, or if the Company does not provide a satisfactory option as provided in Section 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 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 to pay any such taxes or charges, or effect the distribution of unregistered Shares, and the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes or charges to Holders entitled hereto thereto in proportion to the number of American Depositary Shares held by them respectively and the Depositary shall distribute any unsold balance of such property in accordance with the provisions of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Citibank,N.A./ADR)

Distribution in Shares. If any distribution upon any Deposited Securities consists of a dividend in in, or free distribution of of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered with registered, as the Share Registrar case may be, in the name of the Depositary, the Custodian and thereupon or any of their respective nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary may, with shall establish the Company’s approval, ADS Record Date upon the terms described in Section 4.9 and either (i) the Depositary shall, if the Company so requests, subject to Section 5.07 either (i) 5.9 hereof, distribute to the Holders entitled thereto, as of the record date fixed pursuant to Section 4.09 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 Receipts for American Depositary Shares, which represent in the aggregate the number of Shares received as such dividend dividend, or free distribution, subject to the other terms of this Deposit Agreement, Agreement (including, without limitation, Sections 2.02, 2.03, 5.07 and 5.09; in lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.02 or (ii) if additional Receipts are not so distributed (except as pursuant to (i) abovea), each American Depositary Share shall thenceforth also represent pro rata the additional Shares distributed upon the Deposited Securities represented thereby 4.1. In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe thereforShares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if after the Company, in the fulfillment of its obligation under Section 5.075.7 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 distributed to Holders, or if the Company does not provide a satisfactory option as provided in Section 5.07Holders (and no such registration statement has been declared effective), 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 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 to pay any such taxes or charges, or effect the distribution of unregistered Sharespracticable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of such applicable (a) taxes or and (b) fees and charges of, and expenses incurred by, the Depositary) to Holders entitled hereto thereto upon the terms described in proportion to the number of American Depositary Shares held by them respectively and the 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

Samples: Deposit Agreement (Energy Co of Minas Gerais)

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