Common use of Distributions in Shares Clause in Contracts

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.09. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 24 contracts

Samples: Deposit Agreement (Telemar Participacoes S.A.), Deposit Agreement (Vivo Participacoes S.A.), Deposit Agreement (Telemig Celular Participacoes Sa)

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Distributions in Shares. If Subject to the last sentence of this Section 4.4, if any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or may, and shall, if the Company shall so requestrequests, distribute, as promptly as practicable, distribute to the Owners Holders of outstanding Receipts ADSs entitled thereto, in proportion to the number of American Depositary Shares ADSs representing such Deposited Securities held by them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares ADSs representing the amount number of Shares received as such dividend or free distribution, distribution subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by ReceiptsADSs, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the fees of the 4.13. The Depositary as provided in Section 5.09will not issue fractional ADSs. In lieu of delivering Receipts for issuing fractional American Depositary Shares ADSs in any such case, the Depositary shall will sell the amount number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceedsproceeds to Holders, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents4.2. If additional Receipts ADSs are not so distributeddistributed (except as pursuant to the preceding sentence), each American Depositary Share ADS shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In additionNotwithstanding the foregoing, in the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received satisfactory assurances from event that 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 or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of such Act; provided that, in any such eventhas been declared effective), the Depositary may sell such Shares and remit the Shares distributed upon proceeds thereof to the Deposited Securities and distribute the net proceeds, all Holders entitled thereto as in the manner and subject to the conditions described case of a distribution in Section 4.01cash.

Appears in 8 contracts

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

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company shall so request, distribute, as promptly as practicable, distribute 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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; provided, however, that no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action or inaction of the Depositary or any of its agents. The Depositary may withhold any such distribution of Receipts if it has not received 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 use reasonable efforts to sell the amount of Shares represented by the aggregate of such fractions and distribute the net proceeds, if any, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 8 contracts

Samples: Deposit Agreement (Royal Dutch Shell PLC), Deposit Agreement (Royal Dutch Shell PLC), Deposit Agreement (Royal Dutch Shell PLC)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution without payment of any subscription price of, Shares, including pursuant to any program under which holders of Deposited Securities may elect to receive cash or Shares, the Depositary may or shallmay, and shall if the Company shall so requestrequests, 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, execute and deliver additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distributiondistribution and distribute to the Owners, as of the record date fixed pursuant to Section 4.06, of Receipts entitled thereto in proportion to the number of American Depositary Shares held by them as of such date, Receipts evidencing additional American Depositary Shares, subject to the terms and conditions of the this Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.09. The Depositary may withhold any such distribution if it has not received adequate 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 caseShares, the Depositary shall sell the amount of Shares represented by representing the aggregate of such fractions and distribute the net proceeds, all in the manner and subject to the conditions described set forth in Section 4.01; provided4.01 or take such other action, howeverwith the approval of the Company, no distribution to Owners pursuant to this Section 4.03 as may be appropriate. Notwithstanding the foregoing, if the Company shall be unreasonably delayed by any action so direct or if in the reasonable opinion of the Depositary such distribution cannot be made or if for any reason (including, but not limited to, any requirement that the Company, the Custodian or the Depositary withhold an amount on account for taxes or other governmental charges or that such Shares must be registered under the Securities Act of 1933 in order to be distributed to Owner) the Depositary, in its agentsreasonable opinion, determines that a distribution in Shares is not feasible or may not be legally made to some or all Owners, the Depositary may, following consultation with the Company, adopt such method as it may deem lawful, equitable and practicable for the purpose of effecting such distribution, all in the manner and subject to the conditions set forth in Section 4.02, or take such other action, with the approval of the Company, as may be appropriate. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon with respect to the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 7 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Sappi LTD), Deposit Agreement (Marconi Corp PLC)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company Issuer shall so request, distribute, as promptly as practicable, distribute 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.09. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the event that the Depositary may withhold determines that any distribution (including Shares and rights to subscribe therefor) is subject to any taxes or other governmental charges which the Depositary is obligated to withhold, or, if after the Issuer, in the fulfillment of Receipts its obligation under this Section 4.03 if it 5.07 hereof, has not received satisfactory assurances from the Company furnished an opinion of counsel determining that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from registration under the provisions of such Act; provided that, other laws in any such eventorder to be distributed to Owners, the Depositary may sell 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 Shares distributed upon Depositary deems necessary and practicable to pay any such taxes or charges, or effect the Deposited Securities distribution of Restricted Securities, and the Depositary shall distribute the net proceeds, all proceeds of any such sale after deduction of such taxes or charges to Owners entitled thereto in the manner and subject proportion to the conditions described number of American Depositary Shares held by them respectively and the Depositary shall distribute any unsold balance of such property in Section 4.01accordance with the provisions of this Deposit Agreement.

Appears in 6 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Gerdau S.A.), Deposit Agreement (Gerdau S.A.)

Distributions in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Depositary may or shall, if the Company shall so request, distribute, as promptly as practicable, give notice thereof to the Owners Depositary at least twenty (20) days prior to the proposed distribution, specifying, inter alia, the record date applicable to holders of outstanding Receipts Deposited Securities entitled theretoto receive such distribution. Upon the timely receipt of such notice from the Company, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary shall either (i) subject to Section 5.9 of the Deposit Agreement, distribute to the Holders as of 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 Receipts evidencing an ADSs, which represent in the aggregate the number of American Depositary Shares representing the amount of Shares received as such dividend dividend, or free distribution, subject to the other terms and conditions of the Deposit Agreement with respect (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the deposit 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 the issuance of American Depositary Shares evidenced by Receiptscharges of, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the fees of expenses incurred by, the Depositary as provided in Section 5.09and (b) taxes). In lieu of delivering Receipts for fractional American Depositary Shares in any such caseADSs, the Depositary shall sell the amount number of Shares or ADSs, 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 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action 4.1 of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01Deposit Agreement.

Appears in 6 contracts

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

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company shall so request, distribute, as promptly as practicable, distribute 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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; provided, however, that no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action or inaction of the Depositary or any of its agents. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933 or is exempt from registration under the provisions of such Act. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 5 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (British Land Co PLC)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company Issuer shall so request, distribute, as promptly as practicable, distribute 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.095.9; provided, however, that no such distribution to Owners shall be unreasonably delayed by any action of the Depositary or any of its agents. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided4.1. Notwithstanding the foregoing, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action if in the reasonable opinion of the Depositary such distribution cannot be made or if for any reason (including, but not limited to, any requirement that the Issuer withhold an amount on account for taxes or other governmental charges or that such Shares must be registered under the Securities Act of 1933 in order to be distributed to Owner) the Depositary, in its agentsreasonable opinion, determines that a distribution in Shares is not feasible or may not be legally made to some or all Owners, the Depositary may, following consultation with the Issuer, adopt such method as it may deem lawful, equitable and practicable for the purpose of effecting such distribution, all in the manner and subject to the conditions set forth in Section 4.2. If To the extent that additional Receipts are not so distributeddistributed and a distribution is not made under the preceding sentence, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 5 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Naspers LTD), Deposit Agreement (Naspers LTD)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallCustodian shall be required, if the Company shall so request, distribute, as promptly as practicablesubject to applicable law, to accept such Shares for deposit pursuant to this Deposit Agreement and, upon receipt of confirmation of such deposit, the Owners Depositary shall (subject to Section 5.06) either (i) distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares ADSs representing such Deposited Securities held by them respectively, additional Receipts evidencing for an aggregate number of American Depositary Shares ADSs representing the amount number of Shares received as such dividend or free distribution, subject to or (ii) reflect on the terms and conditions records of the Deposit Agreement with respect to Depositary such increase in the deposit aggregate number of ADSs representing the aggregate number of Shares and the issuance of American Depositary Shares evidenced by Receiptsso received, including the withholding of any tax in either case, after deduction or other governmental charge as provided in Section 4.11 and the upon payment of the fees and expenses of the Depositary. 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 of 1933 in order to be distributed to Holders) the Depositary deems such distribution not to be commercially feasible, the Depositary may, after consultation with the Company, adopt such method as provided it may deem commercially feasible 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 net proceeds of any such sale shall be distributed by the Depositary to the Holders entitled thereto as in Section 5.09the case of a distribution received in cash. In lieu of delivering issuing Receipts for fractional American Depositary Shares ADSs in any such case, the Depositary shall sell the amount number of Shares represented by the aggregate of such fractions and distribute the net proceeds, all proceeds in dollars. To the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts extent that new ADSs representing such Shares are not so distributedcreated and such Shares are not sold or otherwise distributed in accordance with this Section, each American Depositary Share ADS shall thenceforth also represent the such additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 5 contracts

Samples: Deposit Agreement (LG.Philips LCD Co., Ltd.), Deposit Agreement (LG.Philips LCD Co., Ltd.), Deposit Agreement (Woori Finance Holdings Co LTD)

Distributions in Shares. If Whenever the Depositary shall receive timely notice from the Company of its intent to make any distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, specifying the record date applicable for determining the holders of Deposited Securities entitled to receive such distribution, the Depositary may or shallshall establish a record date upon the terms described in Section 4.8. The Custodian shall be required, if the Company shall so request, distribute, as promptly as practicablesubject to applicable law, to accept such Shares for deposit pursuant to this Deposit Agreement and, upon receipt of confirmation of such deposit, the Owners Depositary shall (subject to Section 5.6) either (i) distribute to the Holders of outstanding Receipts entitled thereto, as of the record date, in proportion to the number of American Depositary Shares ADSs representing such Deposited Securities held by them respectivelyrespectively as of the record date, additional Receipts evidencing for an aggregate number of American Depositary Shares ADSs representing the amount number of Shares received as such dividend or free distribution, subject to or (ii) reflect on the terms and conditions records of the Deposit Agreement with respect to Depositary such increase in the deposit aggregate number of ADSs representing the aggregate number of Shares and the issuance of American Depositary Shares evidenced by Receiptsso received, including the withholding of any tax in either case, after deduction or other governmental charge as provided in Section 4.11 and the upon payment of the fees and expenses of the Depositary. 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 of 1933 in order to be distributed to Holders) the Depositary deems such distribution not to be commercially feasible, the Depositary may, after consultation with the Company, adopt such method as provided it may deem commercially feasible 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 net proceeds of any such sale shall be distributed by the Depositary to the Holders entitled thereto as of the record date as in Section 5.09the case of a distribution received in cash. In lieu of delivering issuing Receipts for fractional American Depositary Shares ADSs in any such case, the Depositary shall sell the amount number of Shares represented by the aggregate of such fractions and distribute the net proceeds, all proceeds in dollars. To the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts extent that new ADSs representing such Shares are not so distributedcreated and such Shares are not sold or otherwise distributed in accordance with this Section, each American Depositary Share ADS shall thenceforth also represent the such additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 4 contracts

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

Distributions in Shares. If Whenever the Depositary receives any distribution upon any on Deposited Securities consists consisting of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company shall so requestrequests in writing, distribute, as promptly as practicable, deliver to the Owners of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such those Deposited Securities held by them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such that dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by ReceiptsShares, 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 5.095.9 (and the Depositary may sell, by public or private sale, an amount of the Shares received (or American Depositary Shares representing those Shares) sufficient to pay its fees and expenses in respect of that distribution). In lieu of delivering Receipts for fractional American Depositary Shares in any such caseShares, the Depositary shall may sell the amount of Shares represented by the aggregate of such those fractions (or American Depositary Shares representing those Shares) and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents4.1. If and to the extent that additional Receipts American Depositary Shares are not so distributeddelivered and Shares or American Depositary Shares are not sold, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon on the Deposited Securities represented thereby. In additionIf the Company declares a distribution in which holders of Deposited Securities have a right to elect whether to receive cash, Shares or other securities or a combination of those things, or a right to elect to have a distribution sold on their behalf, the Depositary may, after consultation with the Company, make that right of election available for exercise by Owners in any manner the Depositary considers to be lawful and practical. As a condition of making a distribution election right available to Owners, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received require reasonably satisfactory assurances from the Company that such distribution doing so does not require registration of any securities under the Securities Act or is exempt from registration under the provisions of such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.011933.

Appears in 4 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Avadel Pharmaceuticals PLC), Deposit Agreement (Bank of New York / Adr Division)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution without payment of any subscription price of, Shares, including pursuant to any program under which holders of Deposited Securities may elect to receive cash or Shares, the Depositary may or shallmay, and shall if the Company shall so requestrequests, distributeexecute and deliver and, if applicable, cause the Registrar to countersign, 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distributiondistribution and distribute to the Owners, as of the record date fixed pursuant to Section 4.06, of Receipts entitled thereto in proportion to the number of American Depositary Shares held by them as of such date, Receipts evidencing additional American Depositary Shares, subject to the terms and conditions of the this Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.09. The Depositary may withhold any such distribution if it has not received adequate assurances from the Company that such distribution does not require registration under the Securities Act of 1933; provided, however, that no distribution to Owners pursuant to this Section shall be unreasonably delayed by any action of the Depositary or the Custodian. In lieu of delivering Receipts for fractional American Depositary Shares in any such caseShares, the Depositary shall sell the amount of Shares represented by representing the aggregate of such fractions and distribute the net proceeds, all in the manner and subject to the conditions described set forth in Section 4.01; provided4.01 or take such other action, howeverwith the approval of the Company, no distribution to Owners pursuant to this Section 4.03 as may be appropriate. Notwithstanding the foregoing, if the Company shall be unreasonably delayed by any action so direct or if in the reasonable opinion of the Depositary such distribution cannot be made or if for any reason (including, but not limited to, any requirement that the Company, the Custodian or the Depositary withhold an amount on account for taxes or other governmental charges or that such Shares must be registered under the Securities Act of 1933 in order to be distributed to Owner) the Depositary, in its agentsreasonable opinion, determines that a distribution in Shares is not feasible or may not be legally made to some or all Owners, the Depositary may, following consultation with the Company, adopt such method as it may deem lawful, equitable and practicable for the purpose of effecting such distribution, all in the manner and subject to the conditions set forth in Section 4.02, or take such other action, with the approval of the Company, as may be appropriate. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon with respect to the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 4 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (American Beverage Co Ambev), Deposit Agreement (American Beverage Co Ambev)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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; provided, however, that no such distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. The Depositary may withhold any such distribution of Receipts if it has not received 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 4 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Adidas Ag), Deposit Agreement (Morphosys Ag)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or may, and shall, if the Company shall so requestrequests, distribute, as promptly as practicable, to the Owners owners of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by each of them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.09. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, that no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 4 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Energy Co of Parana), Deposit Agreement (Energy Co of Parana)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shall, if the Company shall so request, distribute, as promptly as practicable, deliver 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the after deduction or upon issuance of American Depositary Shares evidenced by ReceiptsShares, 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). In lieu The Depositary may withhold any such delivery of delivering Receipts for fractional American Depositary Shares if it has not received satisfactory assurances from the Company, after having requested such assurances from the Company, that such distribution does not require registration under the Securities Act of 1933. If and in so far as the Depositary deems any such casedistribution to all or any Owners not to be practicable (including, without limitation, due to any requirement that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges) or to be unlawful or would otherwise require delivering fractions of American Depositary Shares, the Depositary shall (either by public or private sale and otherwise at its discretion, subject to all applicable laws and regulations) sell the amount of such Shares represented by the aggregate of such fractions so received and distribute the net proceeds, all in the manner and subject proceeds of any sale of that kind as a cash distribution pursuant to Section 4.01 to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agentsentitled thereto. If additional Receipts American Depositary Shares are not so distributeddelivered, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 4 contracts

Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, including pursuant to any program under which Owners may elect to receive cash or Shares, the Depositary may or shallmay, upon prior consultation with and approval of the Company, and shall if the Company shall so request, distribute, as promptly as practicable, to the Owners distribute an amount of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, and distribute to the Owners as of the record date fixed pursuant to Section 4.06, in proportion to the number of American Depositary Shares held by them as of such date, additional American Depositary Shares evidenced by one or more Receipts, subject to the terms and conditions of the this Deposit Agreement with respect to the deposit of Shares and the issuance of Receipts evidencing American Depositary Shares evidenced by ReceiptsShares, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the fees of the Depositary as provided in Section 5.09. In lieu of delivering Receipts for any case involving fractional American Depositary Shares in any such caseShares, the Depositary shall sell the amount of Shares 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 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts American Depositary Shares are not so distributeddistributed or sold, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon with respect to the Deposited Securities represented thereby. In additionExcept as otherwise provided in this Section 4.03, the Company and the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has will not received satisfactory assurances from offer Shares to Owners unless a registration statement is in effect with respect to the Company that securities represented by such distribution does not require registration Shares under the Securities Act of 1933, or is the offer and sale of such Shares to Owners are exempt from registration under the provisions of such Act; provided that, . Nothing in this Deposit Agreement shall create any such event, obligation on the Depositary may sell part of the Shares distributed upon the Deposited Securities and distribute the net proceeds, all Company to file a registration statement in the manner and subject to the conditions described in Section 4.01respect of any Shares.

Appears in 4 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Total Sa), Deposit Agreement (Total Sa)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shall, either (i) after consultation with the Issuer and shall if the Company Issuer shall so request, distribute, distribute as promptly as practicable, 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receipts, including the withholding of any tax or other governmental charge as provided in Section 4.11 and 4.11, the payment of the fees of the Depositary as provided in Section 5.095.9, and any applicable U.S. securities laws or (ii) if additional American Depositary Shares are not so distributed, each American Depositary Share issued and outstanding after the record date fixed by the Depositary 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 and (b) taxes and governmental charges). 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no 4.1. No distribution to Owners pursuant to this Section 4.03 4.3 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 3 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Coca-Cola Hellenic Bottling Co Sa), Deposit Agreement (Citibank,N.A./ADR)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company shall so requestrequests in writing, distribute, distribute as promptly as practicable, practicable to the Owners of outstanding Receipts entitled theretothereto as of the record date fixed pursuant to Section 4.06, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 that is sufficient to pay its fees and expenses in respect of that distribution). The Depositary may withhold any such delivery of American Depositary Shares if it has not received 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 use reasonable efforts to sell the amount 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 4.01; provided, however, that no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Usinas Siderurgicas De Minas Gerais Sa Usiminas /Fi)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shall, if the Company shall so request, distribute, as promptly as practicable, deliver 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by ReceiptsShares, 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. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, 5.09 (and the Depositary shall sell the may sell, by public or private sale, an amount of the Shares represented by the aggregate received sufficient to pay its fees and expenses in respect of such fractions and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agentsthat distribution). If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the The Depositary may withhold any distribution such delivery of Receipts under this Section 4.03 American Depositary Shares if it has not received 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 such Act; provided that, 1933. In lieu of delivering fractional American Depositary Shares in any such eventcase, the Depositary may sell the amount of Shares distributed upon represented by the Deposited Securities aggregate of such fractions by public or private sale in accordance with the applicable provisions of the articles of incorporation, other similar documents of the Company, Japanese Company Law and any other Japanese law and distribute 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 delivered, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. If the Company declares a distribution in which holders of Deposited Securities have a right to elect whether to receive cash or fully-paid Shares or a combination of both or a right to elect to have a distribution sold on their behalf, the Depositary may, after consultation with the Company, make that right of election available for exercise by Owners any manner the Depositary considers to be lawful and practical. As a condition of making a distribution election right available to Owners, the Depositary may require satisfactory assurances from the Company that doing so does not require registration of any securities under the Securities Act of 1933.

Appears in 3 contracts

Samples: Deposit Agreement (Ubic, Inc.), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company shall so request, distribute, distribute as promptly as practicable, 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933 or is exempt from registration under the provisions of such Act. 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 the net proceeds, all in the manner and subject to the conditions conditions, described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In additionthe event that the Company shall offer or cause to be offered to the owners of any Deposited Securities an option to elect to receive dividends in fully paid Shares instead of cash, the Depositary may withhold any distribution and the Company agree to consult to determine whether such option will be made available to the Owners of Receipts under this Section 4.03 and, if it has not received satisfactory assurances from the Company that such distribution does not require registration under the Securities Act or option is exempt from registration under the provisions of to be made available to such Act; provided that, in any such eventOwners, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject procedures to the conditions described in Section 4.01be followed.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (China Mobile Hong Kong LTD /Adr/), Deposit Agreement (China Mobile LTD /Adr/)

Distributions in Shares. Subject to applicable United States and French law, and to the other terms of this Deposit Agreement, if the holders of Shares are granted the option to receive dividends on such Shares in the form of cash or additional Shares, the Depositary, upon consultation with and approval of the Company, may, and at the request of the Company shall, as promptly as practicable, make such option available to any Owner to whom it determines the granting of such option to be lawful and feasible. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or may, and at the request of the Company shall, if the Company shall so request, distribute, distribute as promptly as practicable, practicable to the Owners of outstanding Receipts entitled theretothereto as of the record date fixed pursuant to Section 4.6, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.095.9. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall sell the amount of Shares represented by corresponding to the aggregate of such fractions and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents4.1. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent its proportional share of the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the The Depositary may withhold any distribution of Receipts under this Section 4.03 4.3 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 3 contracts

Samples: Deposit Agreement (Genesys Sa), Deposit Agreement (Genesys Sa), Deposit Agreement (Genesys Sa)

Distributions in Shares. If Whenever the Depositary receives any distribution upon any on Deposited Securities consists consisting of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company shall so requestrequests in writing, distribute, as promptly as practicable, deliver to the Owners of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such those Deposited Securities held by them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such that dividend or free distribution, subject to the terms and conditions of the this Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by ReceiptsShares, 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 5.095.9 (and the Depositary may sell, by public or private sale, an amount of the Shares received (or American Depositary Shares representing those Shares) sufficient to pay its fees and expenses in respect of that distribution). In lieu of delivering Receipts for fractional American Depositary Shares in any such caseShares, the Depositary shall may sell the amount of Shares represented by the aggregate of those fractions (or American Depositary Shares representing those Shares or, if such fractions sale is not possible with respect to any portion of such Shares which is less than a full Share, or a full Unit, by sale of such portion to the Company in accordance with the applicable provisions of Japanese law and the articles of association, or similar documents of the Company) and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution 4.1. No delivery to Owners pursuant to this Section 4.03 4.3 shall be unreasonably delayed by any action of the Depositary or any of its agentsthe Custodian. If and to the extent that additional Receipts American Depositary Shares are not so distributeddelivered and Shares or American Depositary Shares are not sold, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon on the Deposited Securities represented thereby. In additionIf the Company declares a distribution in which holders of Deposited Securities have a right to elect whether to receive cash, Shares or other securities or a combination of those things, or a right to elect to have a distribution sold on their behalf, the Depositary may, after consultation with the Company, make that right of election available for exercise by Owners in any manner the Depositary considers to be lawful and practical. As a condition of making a distribution election right available to Owners, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received require satisfactory assurances from the Company that such distribution doing so does not require registration of any securities under the Securities Act or is exempt from registration under the provisions of such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.011933.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Mizuho Financial Group Inc), Deposit Agreement (Bank of New York / Adr Division)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or may, and shall, if the Company shall so requestrequest in writing, distribute, as promptly as practicable, deliver 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the after deduction or upon issuance of American Depositary Shares evidenced by ReceiptsShares, 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 delivery of American Depositary Shares if it has not received 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 the net proceedsproceeds without unreasonable delay, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts American Depositary Shares are not so distributeddelivered, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In additionIf the Company declares a distribution in which holders of Deposited Securities have a right to elect whether to receive cash, Shares or other securities or a combination of those things, or a right to elect to have a distribution sold on their behalf, the Depositary shall endeavor to consult with the Company and, if the Company so requests in writing, to make that right of election available for exercise by Owners in any manner the Depositary reasonably considers to be lawful and practical. As a condition of making a distribution election right available to Owners, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received require satisfactory assurances from the Company that such distribution doing so does not require registration of any securities under the Securities Act or is exempt from registration under the provisions of such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.011933.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Anheuser-Busch InBev SA/NV), Deposit Agreement (Bank of New York / Adr Division)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution without payment of any subscription price of, Shares, including pursuant to any program under which holders of Deposited Securities may elect to receive cash or Shares, the Depositary may or shallmay, and shall if the Company shall so requestrequests, distributeexecute and deliver and, if applicable, cause the Registrar to countersign, 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distributiondistribution and distribute to the Owners, as of the record date fixed pursuant to Section 4.06, of Receipts entitled thereto in proportion to the number of American Depositary Shares held by them as of such date, Receipts evidencing additional American Depositary Shares, subject to the terms and conditions of the this Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 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 adequate assurances from the Company that such distribution does not require registration under the Securities Act of 1933; provided, however, that no distribution to Owners pursuant to this Section shall be unreasonably delayed by any action of the Depositary or the Custodian. In lieu of delivering Receipts for fractional American Depositary Shares in any such caseShares, the Depositary shall sell the amount of Shares represented by representing the aggregate of such fractions and distribute the net proceeds, all in the manner and subject to the conditions described set forth in Section 4.01; provided4.01 or take such other action, howeverwith the approval of the Company, no distribution to Owners pursuant to this Section 4.03 as may be appropriate. Notwithstanding the foregoing, if the Company shall be unreasonably delayed by any action so direct or if in the reasonable opinion of the Depositary such distribution cannot be made or if for any reason (including, but not limited to, any requirement that the Company, the Custodian or the Depositary withhold an amount on account for taxes or other governmental charges or that such Shares must be registered under the Securities Act of 1933 in order to be distributed to Owner) the Depositary, in its agentsreasonable opinion, determines that a distribution in Shares is not feasible or may not be legally made to some or all Owners, the Depositary may, following consultation with the Company, adopt such method as it may deem lawful, equitable and practicable for the purpose of effecting such distribution, all in the manner and subject to the conditions set forth in Section 4.02, or take such other action, with the approval of the Company, as may be appropriate. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon with respect to the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Ambev S.A.), Deposit Agreement (Bank of New York / Adr Division)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shall, if the Company shall so request, distribute, as promptly as practicable, distribute 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In additionNotwithstanding the foregoing, in the event that the Depositary determines that a distribution in Shares may withhold any distribution of Receipts under this Section 4.03 if it has not received satisfactory assurances from the Company that such distribution does not require registration under the Securities Act legally be made to some or is exempt from registration under the provisions of such Act; provided that, in any such eventall Owners, the Depositary may sell the such Shares distributed upon the Deposited Securities and distribute shall remit the net proceeds, all proceeds thereof to the Owners entitled thereto as in the manner and subject to the conditions described case of a distribution in Section 4.01cash.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Lan Airlines SA), Deposit Agreement (Lan Chile Sa)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company shall so requestrequests in writing, distribute, as promptly as practicable, deliver to the Owners of outstanding Receipts entitled thereto, in proportion to the number of American Global Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts evidencing an aggregate number of American Global Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receipts, including the withholding of any tax after deduction or other governmental charge as provided in Section 4.11 and the upon 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 delivery of Global Depositary Shares if it has not received satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933, after having requested such assurances from the Company. In lieu of delivering Receipts for fractional American Global Depositary Shares in any such case, the Depositary shall sell the amount 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 4.01; provided. If and in so far as the Depositary deems any such distribution of Global Depositary Shares to all or any Owners not to be reasonably practicable (including, howeverwithout limitation, no due to the fractions which would otherwise result or to any requirement that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges), or to be unlawful, the Depositary may (either by public or private sale and otherwise at its discretion, subject to all applicable laws and regulations) sell such Shares so received and distribute the net proceeds of such sale as a cash distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of 4.01 to the Depositary or any of its agentsOwners entitled thereto. If additional Receipts Global Depositary Shares are not so distributeddelivered and the additional Shares are not sold, each American Global Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, after consultation with the Company to the extent practicable, and shall if the Company shall so requestrequests in writing, distribute, deliver as promptly as practicable, practicable to the Owners entitled thereto as of outstanding Receipts entitled theretothe record date fixed pursuant to Section 4.06, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the after deduction or upon issuance of American Depositary Shares evidenced by ReceiptsShares, 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 delivery of American Depositary Shares if it has not received satisfactory assurances from the Company (which may be an opinion of United States counsel for the Company that is satisfactory to the Depositary) 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 use reasonable efforts to sell the amount of Shares represented by the aggregate of such fractions and distribute the net proceedsproceeds (net of the fees and expenses of the Depositary as provided in Section 5.09), all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts American Depositary Shares are not so distributeddelivered, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the event that the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received satisfactory assurances from determines that the Company that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Owners (and no such registration under statement has been declared effective), or if the provisions of such Act; Company does not provide a satisfactory opinion as provided that, in any such eventSection 5.07, the Depositary may sell adopt such methods, if any, as the Depositary may deem equitable and practicable (after consultation with the Company to the extent practicable) for purposes of effecting such distribution, including disposal of all or a portion of such Shares distributed upon in such amounts and in such manner, including by public or private sale, as the Deposited Securities Depositary deems practicable, and the Depositary shall distribute the net proceedsproceeds of any such sale, all in after deduction or upon payment of the manner fees and subject expenses of the Depositary, to the conditions described Owners entitled in Section 4.01proportion to the number of American Depositary Shares held by them respectively, and the Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of this Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank Bradesco)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shall, if unless otherwise instructed by the Company shall so requestIssuer, distribute, as promptly as practicable, distribute 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.095.9 (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 delivery of American Depositary Shares if it has not received 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents4.1. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, The Depositary will not distribute Shares to Owners unless the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received satisfactory assurances Shares are either exempt from the Company that such distribution does not require registration under the Securities Act of 1933 with respect to a distribution to Owners or is exempt from registration are registered under the provisions of such Act; provided that, in any . Notwithstanding that there has been no such eventregistration under such Act, the Depositary may sell the shall not effect a distribution of Shares distributed upon the Deposited Securities and distribute the net proceeds, all unless it has received an opinion from recognized counsel in the manner and subject United States for the Issuer upon which the Depositary may rely that such distribution of Shares to the conditions described in Section 4.01such Owner is exempt from such registration.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, that no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described set forth in Section 4.01. The Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933.

Appears in 2 contracts

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

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company shall so requestrequests in writing, distribute, as promptly as practicable, deliver 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the after deduction or upon issuance of American Depositary Shares evidenced by ReceiptsShares, 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, unless those fees and expenses have been paid by the Company (and, except where such fees and expenses have been paid by the Company, the Depositary may sell, by public or private sale, subject to applicable law and applicable rules of any securities exchange or automated quotation system on which the Shares or American Depositary Shares are listed or quoted, an amount of the Shares received sufficient to pay its fees and expenses in respect of that distribution). The Depositary may withhold any such delivery of American Depositary Shares 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 shall, subject to applicable law and applicable rules of any securities exchange or automated quotation system on which the Shares or American Depositary Shares are listed or quoted, sell the amount 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 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts American Depositary Shares are not so distributeddelivered, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any No distribution of Receipts under to Owners pursuant to this Section 4.03 if it has not received satisfactory assurances from the Company that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions shall be unreasonably delayed by any action of such Act; provided that, in any such event, the Depositary may sell or the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01Custodian.

Appears in 2 contracts

Samples: Deposit Agreement (Sims Group LTD), Deposit Agreement (Sims Group LTD)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company Issuer shall so request, distribute, as promptly as practicable, distribute 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.095.9 (and the Depositary may sell, by public or private sale, an amount of the Deposited Securities received (or American Depositary Shares representing those Deposited Securities) sufficient to pay its fees and expenses in respect of that distribution). 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents4.1. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In additionNotwithstanding the foregoing, if for any reason (including any requirement that the Issuer, the Custodian or the Depositary withhold an amount on account for taxes or other governmental charges or that such Shares must be registered under the Securities Act of 1933 in order to be distributed to Owners) the Depositary, after Consultation with the Issuer, determines that a distribution in Shares is not feasible or may not be legally made to some or all Owners, the Depositary may withhold adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (either public or private, at such place or places and upon such terms as it may deem reasonably proper) of the Shares thus received or any part thereof and, in such case, the net proceeds of any such sale shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution of Receipts under in cash. No distribution to Owners pursuant to this Section 4.03 if it has not received satisfactory assurances from the Company that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions shall be unreasonably delayed by any action of such Act; provided that, in any such event, the Depositary may sell or the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01Custodian.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shall, if the Company shall so request, distribute, as promptly as practicable, deliver 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by ReceiptsShares, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the deduction or and after deduction or upon 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). In lieu The Depositary may withhold any such delivery of delivering Receipts for fractional American Depositary Shares if it has not received satisfactory assurances from the Company, after having requested such assurances from the Company, that such distribution does not require registration under the Securities Act of 1933. If and in so far as the Depositary deems any such casedistribution to all or any Owners not to be practicable (including, without limitation, due to any requirement that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges) or to be unlawful or would otherwise require delivering fractions of American Depositary Shares, the Depositary shall (either by public or private sale and otherwise at its discretion, subject to all applicable laws and regulations) sell the amount of such Shares represented by the aggregate of such fractions so received and distribute the net proceeds, all in the manner and subject proceeds of any sale of that kind as a cash distribution pursuant to Section 4.01 to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agentsentitled thereto. If additional Receipts American Depositary Shares are not so distributeddelivered, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Distributions in Shares. If Whenever the Company intends to make any distribution that consists of a dividend in, or free distribution of, Shares, the Company shall give notice thereof to the Depositary at least fifteen (15) days prior to the proposed distribution specifying, inter alia, the record date applicable for determining the holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7. Subject to the penultimate sentence of this Section 4.4, if any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or may, and shall, if the Company shall so requestrequests, distribute, as promptly as practicable, distribute to the Owners Holders as of outstanding Receipts entitled thereto, the applicable ADS Record Date in proportion to the number of American Depositary Shares ADSs representing such Deposited Securities held by them respectivelyas of the ADS Record Date, additional Receipts evidencing an aggregate number of American Depositary Shares ADSs representing the amount number of Shares received as such dividend or free distribution, distribution subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by ReceiptsADSs, including the applicable fees and charges of, and expenses incurred by, the Depositary and withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the fees of the 4.13. The Depositary as provided in Section 5.09will not issue fractional ADSs. In lieu of delivering Receipts for issuing fractional American Depositary Shares ADSs in any such case, the Depositary shall will sell the amount number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceedsproceeds to Holders, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents4.2. If additional Receipts ADSs are not so distributeddistributed (except as pursuant to the preceding sentence), each American Depositary Share ADS shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In additionNotwithstanding the foregoing, in the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received satisfactory assurances from event that 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 or is exempt from other laws in order to be distributed to Holders (and no such registration under the provisions of such Act; provided that, in any such eventhas been declared effective), the Depositary may sell such Shares and remit the Shares distributed proceeds thereof to the Holders entitled thereto upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions terms described in Section 4.014.2 as in the case of a distribution in cash. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in this Section 4.4, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in this Section 4.4, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.4 where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

Appears in 2 contracts

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

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or may, and shall, if the Company shall so requestrequests in writing, distribute, distribute as promptly as practicable, 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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. No distribution to Owners under this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Mol Rt)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shall, if the Company shall so request, distribute, as promptly as practicable, distribute 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the after deduction or upon issuance of American Depositary Shares 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 5.095.9 (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 of Receipts if it has not received satisfactory assurances from the Issuer that such distribution does not require registration under the Securities Act of 1933 or is exempt from registration under the provisions of such Act. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no 4.1. No distribution to Owners pursuant to this Section 4.03 4.3 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 2 contracts

Samples: Deposit Agreement (Macro Bansud Bank Inc.), Deposit Agreement (Macro Bansud Bank Inc.)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company shall so requestrequests, 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 each of them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.09. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. Prior to the Effective Time, each beneficial owner of Receipts or Shares so distributed shall be deemed to have made the representations and warranties required pursuant to Section 2.02 hereof. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided . Provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 2 contracts

Samples: Deposit Agreement (Brazilian Distribution Co Companhia Brasileira De Distr CBD), Deposit Agreement (Brazilian Distribution Co Companhia Brasileira De Distr CBD)

Distributions in Shares. If Except as provided below, if any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company shall so request, distributereflect on the records of the Depositary such increase in the aggregate number of American Depositary Shares representing such Shares, as promptly as practicable, or distribute 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receipts, including the withholding of any tax or other governmental charge as provided in Section ‎Section 4.11 and the payment of the fees of the Depositary as provided in Section ‎Section 5.09. 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 the net proceeds, all in the manner and subject to the conditions described in Section ‎Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In additionIf any dividend in, or free distribution of, Shares described above consists of Shares that are not entitled to the same rights, including rights with respect to dividends or other distributions, as Shares constituting Deposited Securities, such dividend or free distribution shall be treated by the Depositary as a distribution in other than cash, Shares or rights in accordance with ‎Section 4.02. The Depositary may withhold any distribution of Receipts under this Section ‎Section 4.03 if it has not received satisfactory assurances from the Company subject to its satisfaction that such distribution does not require registration under the Securities Act of 1933 or is exempt from registration under the provisions of such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 2 contracts

Samples: Deposit Agreement (Ypf Sociedad Anonima), Deposit Agreement (Ypf Sociedad Anonima)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend inin the form of, or free distribution of, Shares, the Depositary may or shallmay, 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 evidencing an aggregate number of American Depositary Shares representing the amount number of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.095.9. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.014.1; provided, however, that no distribution to Owners pursuant to this Section 4.03 4.3 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In additionSubject to applicable U.S. and South African law, and to the other terms of this Deposit Agreement and the Memorandum and Articles of Association of the Company, in the event that the holders of Shares are granted the option to receive dividends on such Shares in the form of cash or additional Shares, Owners shall be entitled to receive such option only with the Company’s prior written approval and the consent of the Depositary may withhold any distribution (which consent of Receipts under this Section 4.03 if it has the Depository shall not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01be unreasonably withheld).

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Telkom Sa LTD)

Distributions in Shares. If any distribution upon any ----------------------- Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shall, if the Company shall so request, distribute, as promptly as practicable, distribute to the Owners of outstanding Receipts entitled thereto, in proportion to the number of Restricted American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts evidencing an aggregate number of Restricted American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Restricted Deposit Agreement with respect to the deposit of Shares and the issuance of Restricted American Depositary Shares 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 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 such Act. In lieu of delivering Receipts for fractional Restricted American Depositary Shares in any such case, the Depositary shall sell the amount 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 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each Restricted American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution Each beneficial owner of Receipts under this Section 4.03 if it has or Shares so distributed shall be deemed to have acknowledged that the Shares have not received satisfactory assurances from the Company that such distribution does not require registration been registered under the Securities Act or is exempt from registration under and to have agreed to comply with the provisions of such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all restrictions on transfer described in the manner and subject to the conditions described form of legend set forth in Section 4.012.01 hereof.

Appears in 2 contracts

Samples: Restricted Deposit Agreement (CBT Group PLC), Restricted Deposit Agreement (CBT Group PLC)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution without payment of any subscription price of, Shares, including pursuant to any program under which holders of Deposited Securities may elect to receive cash or Shares, the Depositary may or 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, execute and deliver additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distributiondistribution and distribute to the Owners, as of the record date fixed pursuant to Section 4.06, of Receipts entitled thereto in proportion to the number of American Depositary Shares held by them as of such date, Receipts evidencing additional American Depositary Shares, subject to the terms and conditions of the this Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.09. The Depositary may withhold any such distribution if it has not received adequate assurances from the Company that such distribution does not require registration under the Securities Act of 1933. In lieu of delivering Receipts for any case involving fractional American Depositary Shares in any such caseShares, the Depositary shall sell the amount of Shares represented by representing the aggregate of such fractions and distribute the net proceeds, all in the manner and subject to the conditions described set forth in Section 4.01; provided4.01 or take such other action, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action with the approval of the Depositary or any of its agentsCompany, as may be appropriate. If additional Receipts American Depositary Shares are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon with respect to the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Axa)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, upon prior consultation with and approval by the Issuer, and shall if the Company Issuer shall so request, distribute, as promptly as practicable, distribute 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receipts, including the withholding of any tax or other governmental charge charges as provided in Section 4.11 and the payment of the fees of the Depositary as provided in Section 5.095.9; provided, however, that if for any reason (including any requirement that the Issuer 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 Owners of Receipts) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purposes of effecting such distribution, including the sale (at public or private sale) of the Shares thus received, or any part thereof, and the net proceeds (net of expenses, taxes and fees as provided in Sections 4.5, 4.11 and 5.9) of any such sale shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents4.1. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 2 contracts

Samples: Deposit Agreement (Lihir Gold LTD), Deposit Agreement (Lihir Gold LTD)

Distributions in Shares. If any distribution upon in respect of any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, if after consultation with the Company shall so requestCompany, distribute, as promptly as practicable, distribute to the Owners of outstanding Receipts Holders entitled thereto, in proportion to the number of American Depositary Shares GDSs representing such Deposited Securities held by them respectively, additional Receipts evidencing GDRs for an aggregate number of American Depositary Shares GDSs representing the amount number of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receiptsin either case, including the withholding of any tax after deduction or other governmental charge as provided in Section 4.11 and the upon payment of the fees and expenses of the Depositary; provided, however, that if for any reason (including any requirement that the Company or the Depositary withhold, or make an advance payment of, 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) the Depositary reasonably deems such distribution not to be practical or feasible, the Depositary may, after consultation with the Company, (i) to the extent permitted by applicable law, adopt such method as provided it may reasonably deem equitable and practicable for the purpose of obtaining such dividend or effecting such distribution, including the sale (at public or private sale) of the Shares thus received, or any part thereof, and the net proceeds of any such sale after payment of and reimbursement of advances to pay any taxes or governmental charges shall be distributed by the Depositary to the Holders entitled thereto as in Section 5.09the case of a distribution received in cash or (ii) if the Depositary reasonably determines that no such method of distribution can be effected in a practicable or equitable manner, the Depositary may refrain from effecting such distribution altogether until such time as it reasonably determines that a practicable or equitable distribution can be effected. In lieu of delivering Receipts issuing GDRs or adjusting the Depositary's records for fractional American Depositary Shares GDSs in any such case, the Depositary shall will sell the amount number of Shares represented by the aggregate of such fractions and distribute the net proceedsproceeds in dollars, all in the manner and subject to the conditions described set forth in Section 4.01; provided, however, no distribution to Owners 4.02 of the Deposit Agreement (which are summarized in paragraph 15 above). If additional GDRs are not so distributed (except pursuant to this Section 4.03 shall be unreasonably delayed by any action the preceding sentence), or such change in the records of the Depositary or any of its agents. If additional Receipts are is not so distributedmade, each American Depositary Share shall GDS will thenceforth also represent its proportionate interest in the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 2 contracts

Samples: Preferred Stock Deposit Agreement (Philippine Long Distance Telephone Co), Preferred Stock Deposit Agreement (Philippine Long Distance Telephone Co)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, including pursuant to any program under which Owners may elect to receive cash or Shares, the Depositary may or shallmay, upon prior consultation with and 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, distribute additional Receipts evidencing an aggregate number of whole American Depositary Shares representing the amount of Shares received as such dividend or free distribution, and distribute to the Owners as of the record date fixed pursuant to Section 4.07, in proportion to the number of American Depositary Shares held by them as of such date, additional American Depositary Shares evidenced by one or more Receipts, subject to the terms and conditions of the this Deposit Agreement with respect to the deposit of Shares and the issuance of Receipts evidencing American Depositary Shares evidenced by ReceiptsShares, including the withholding of any tax or other governmental charge as provided in Section 4.11 4.12 and the payment of the fees of the Depositary as provided in Section 5.09. In lieu of delivering Receipts for any case involving fractional American Depositary Shares in any such caseShares, the Depositary shall sell the amount of Shares 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 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts American Depositary Shares are not so distributeddistributed or sold, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon with respect to the Deposited Securities represented thereby. In additionExcept as otherwise provided in this Section 4.03, the Company and the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has will not received satisfactory assurances from offer Shares to Owners unless a registration statement is in effect with respect to the Company that securities represented by such distribution does not require registration Shares under the Securities Act of 1933, or is the offer and sale of such Shares to Owners are exempt from registration under the provisions of such Act; provided that, . Nothing in this Deposit Agreement shall create any such event, obligation on the Depositary may sell part of the Shares distributed upon the Deposited Securities and distribute the net proceeds, all Company to file a registration statement in the manner and subject to the conditions described in Section 4.01respect of any Shares.

Appears in 2 contracts

Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, 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 Global Depositary Shares Securities representing such Deposited Securities held by them respectively, additional Receipts evidencing an aggregate number of American Global Depositary Shares Securities representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Global Depositary Shares Securities 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 of the Depositary as provided in Section 5.09. In lieu of delivering Receipts for fractional American Global Depositary Shares Securities in any such case, the Depositary shall sell the amount of Shares represented by the aggregate of such fractions and distribute the net proceedsproceeds of such sale, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Global Depositary Share Security shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. Prior to the Effective Time, each beneficial owner of Receipts or Shares so distributed shall be deemed to have acknowledged that the Shares have not been registered under the Securities Act of 1933 and to have agreed to comply with the restrictions on transfer described in the form of legend set forth in Section 2.01 hereof. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 2 contracts

Samples: Deposit Agreement (Ashanti Goldfields Co LTD), Deposit Agreement (Ashanti Goldfields Co LTD)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shall, if the Company shall so request, distribute, as promptly as practicable, distribute to the Owners of outstanding Receipts entitled thereto, in proportion to the number of Restricted American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts evidencing an aggregate number of Restricted American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Restricted Deposit Agreement with respect to the deposit of Shares and the issuance of Restricted American Depositary Shares 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 satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933 or is exempt from registration under the provisions of such Act. In lieu of delivering Receipts for fractional Restricted American Depositary Shares in any such case, the Depositary shall sell the amount 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 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each Restricted American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution Each beneficial owner of Receipts under this Section 4.03 if it has or Shares so distributed shall be deemed to have acknowledged that the Shares have not received satisfactory assurances from the Company that such distribution does not require registration been registered under the Securities Act or is exempt from registration under and to have agreed to comply with the provisions of such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all restrictions on transfer described in the manner and subject to the conditions described form of legend set forth in Section 4.012.01 hereof.

Appears in 2 contracts

Samples: Restricted Deposit Agreement (B) (Smartforce Public LTD Co), Restricted Deposit Agreement (Smartforce Public LTD Co)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or may, and upon the request of the Company shall, if the Company shall so request, distribute, as promptly as practicable, distribute 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.095.9 hereof. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided4.1 hereof. If for any reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges) the Depositary determines that it is not lawful or feasible to make such a distribution of Shares to all or certain Owners, howeverthe Depositary may adopt such method as it may deem lawful, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the Shares thus received, or any action part thereof, and the net proceeds of any such sale (net of fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash pursuant to Section 4.1. To the extent such Shares, or any of its agents. If additional Receipts the net proceeds thereof, are not so distributedeffectively distributed to Owners as provided herein, the same shall constitute Deposited Securities and each American Depositary Share shall thenceforth thereafter also represent its proportionate interest in the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received satisfactory assurances from the Company that thereby and such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 2 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Sap Aktiengesellschaft Systems Applications Products in Data)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company shall so requestrequest in writing, distribute, as promptly as practicable, deliver 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the after deduction or upon issuance of American Depositary Shares evidenced by ReceiptsShares, 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 delivery of American Depositary Shares if it has not received 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided. To the extent the preceding sentence would require the Depositary to endeavor to sell a number of Shares constituting less than a full Unit, however, no distribution the Depositary may sell those Shares to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action the Company in accordance with applicable law and the Share Handling Regulations of the Depositary or any of its agentsCompany as in effect at that time. If additional Receipts American Depositary Shares are not so distributeddelivered, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Komatsu LTD)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, after consultation with the Company to the extent practicable, and shall if the Company shall so requestrequests in writing, distribute, deliver as promptly as practicable, practicable to the Owners entitled thereto as of outstanding Receipts entitled theretothe record date fixed pursuant to Section 4.06, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the this Deposit Agreement with respect to the deposit of Shares and the after deduction or upon issuance of American Depositary Shares evidenced by ReceiptsShares, 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 delivery of American Depositary Shares if it has not received satisfactory assurances from the Company (which may be an opinion of United States counsel for the Company that is satisfactory to the Depositary) 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 use reasonable efforts to sell the amount of Shares represented by the aggregate of such fractions and distribute the net proceedsproceeds (net of the fees and expenses of the Depositary as provided in Section 5.09), all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts American Depositary Shares are not so distributeddelivered, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the event that the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received satisfactory assurances from determines that the Company that such distribution does not require registration Shares must be registered under the Securities Act or is exempt from other laws in order to be distributed to Owners (and no such registration under statement has been declared effective), or if the provisions of such Act; Company does not provide a satisfactory opinion as provided that, in any such eventSection 5.07, the Depositary may sell adopt such methods, if any, as the Depositary may deem equitable and practicable (after consultation with the Company to the extent practicable) for purposes of effecting such distribution, including disposal of all or a portion of such Shares distributed upon in such amounts and in such manner, including by public or private sale, as the Deposited Securities Depositary deems practicable, and the Depositary shall distribute the net proceedsproceeds of any such sale, all in after deduction or upon payment of the manner fees and subject expenses of the Depositary, to the conditions described Owners entitled in Section 4.01proportion to the number of American Depositary Shares held by them respectively, and the Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of this Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or may, after consultation with the Company, and shall, if the Company shall so request, distribute, as promptly as practicable, distribute 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 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 delivery of American Depositary Shares if it has not received 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action . If in the opinion of the Depositary any distribution of Shares cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or holders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the Shares thus received, or any part thereof, and the net proceeds of its agentsany such sale (net of the fees of the Depositary as provided in Section 5.09) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. If additional Receipts or such proceeds are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or may, with the Company's approval, and shall, if the Company shall so request, distribute, as promptly as practicable, either (i) distribute to the Owners Holders of outstanding Receipts Physical GDSs entitled thereto, in proportion to the number of American Depositary Shares GDSs representing such Deposited Securities held by them respectively, additional Receipts evidencing GDRs for an aggregate number of American Depositary Shares GDSs representing the amount number of Shares received as such dividend or free distribution, subject to or (ii) reflect on the terms and conditions records of the Deposit Agreement with respect to Depositary such increase in the deposit aggregate number of Shares and the issuance of American Depositary Shares evidenced by ReceiptsGDSs representing such Shares, including the withholding of any tax in either case after deduction or other governmental charge as provided in Section 4.11 and the upon payment of the fees and expenses of the Depositary; provided, however, that 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) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as provided it may 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 net proceeds of any such sale shall be distributed by the Depositary to the Holders entitled thereto as in Section 5.09the case of a distribution received in cash. In lieu of delivering Receipts issuing GDRs for fractional American Depositary Shares GDSs in any such case, the Depositary shall sell the amount number of Shares represented by the aggregate of such fractions and distribute the net proceedsproceeds in dollars, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners 4.02. If additional GDRs are not so distributed (except pursuant to this Section 4.03 shall be unreasonably delayed by any action the preceding sentence), or such change in the records of the Depositary or any of its agents. If additional Receipts are is not so distributedmade, each American Depositary Share GDS shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 2 contracts

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

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution without consideration of, Shares, the Depositary may or shallmay, and shall if the Company shall so requestrequests, distribute, as promptly as practicable, distribute 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 evidencing an aggregate number of American Depositary Shares representing the amount number of Shares received as in such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.09. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided4.1. Until the distribution of such Receipts and net proceeds in accordance with the preceding sentence, howevereach American Depositary Share shall also represent its proportionate interest in the additional Shares distributed upon the Deposited Securities represented thereby and such net proceeds. Notwithstanding the foregoing, no if for any reason (including any requirement that the Company, the Custodian or the Depositary withhold an amount on account for taxes or other governmental charges or that such Shares must be registered under the Securities Act of 1933 in order to be distributed to Holders) the Depositary, after Consultation with the Company, determines that a distribution in Shares is not feasible or may not be legally made to some or all Holders, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (either public or private, at such place or places and upon such terms as it may deem reasonably proper) of the Shares thus received or any part thereof and, in such case, the net proceeds of any such sale shall be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution in cash. No distribution to Owners Holders pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01Custodian.

Appears in 2 contracts

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

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or 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 each of them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.09. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, that no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received satisfactory assurances from the Company that such distribution does not require registration under the Securities securities Act or is exempt from registration under the provisions of such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 2 contracts

Samples: Deposit Agreement (Energy Co of Parana), Deposit Agreement (Energy Co of Parana)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or mayor 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.09. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 2 contracts

Samples: Deposit Agreement (Vivo Participacoes S.A.), Deposit Agreement (Telemig Celular Participacoes Sa)

Distributions in Shares. Subject to applicable U.S. and French law, and to the other terms of this Deposit Agreement, in the event that the holders of Shares are granted the option to receive dividends on such Shares in the form of cash or additional Shares, Owners shall be entitled to receive such option only with the Issuer's prior written approval and the consent of the Depositary. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, upon prior consultation with and shall if the Company Issuer shall so request, distribute, as promptly as practicable, request distribute to the Owners of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing corresponding to such Deposited Securities held by them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing corresponding to the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.095.9. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall sell the amount of Shares represented by corresponding to the aggregate of such fractions and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents4.1. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent entitle the Owner thereof to receive the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01corresponding thereto.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Flamel Technologies Sa)

Distributions in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Company shall give timely notice thereof to the Depositary may or specifying, inter alia, the date applicable for determining holders of Deposited Securities entitled to receive such distribution. Upon the receipt of such notice from the Company, the Depositary shall establish a record date upon the terms described in Section 4.6. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary shall, if the Company shall so request, distribute, distribute as promptly as practicable, reasonably practicable to the Owners of outstanding Receipts Holders entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares ADSs representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by ReceiptsShares, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the fees of the Depositary as provided in Section 5.095.9 and Exhibit B hereto. In lieu of delivering Receipts for fractional American Depositary Shares in any such caseShares, the Depositary shall sell the amount number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents4.1. If additional Receipts ADSs are not so distributeddistributed (i.e., if the Company requests that no additional ADSs representing the amount of Shares received as dividend or free distribution be distributed to the Holders), each American Depositary Share shall thenceforth thenceforth, to the extent permitted by law, also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Delhaize Group)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.09. 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 the net proceeds, proceeds all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Natuzzi S P A)

Distributions in Shares. If any distribution upon in respect of any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, if after consultation with the Company shall so requestCompany, distribute, as promptly as practicable, distribute to the Owners of outstanding Receipts Holders entitled thereto, in proportion to the number of American Depositary Shares GDSs representing such Deposited Securities held by them respectively, additional Receipts evidencing GDRs for an aggregate number of American Depositary Shares GDSs representing the amount number of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receiptsin either case, including the withholding of any tax after deduction or other governmental charge as provided in Section 4.11 and the upon payment of the fees and expenses of the Depositary; provided, however, that if for any reason (including any requirement that the Company or the Depositary withhold, or make an advance payment of, 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) the Depositary reasonably deems such distribution not to be practical or feasible, the Depositary may, after consultation with the Company, (i) to the extent permitted by applicable law, adopt such method as provided it may reasonably deem equitable and practicable for the purpose of obtaining such dividend or effecting such distribution, including the sale (at public or private sale) of the Shares thus received, or any part thereof, and the net proceeds of any such sale after payment of and reimbursement of advances to pay any taxes or governmental charges shall be distributed by the Depositary to the Holders entitled thereto as in Section 5.09the case of a distribution received in cash or (ii) if the Depositary reasonably determines that no such method of distribution can be effected in a practicable or equitable manner, the Depositary may refrain from effecting such distribution altogether until such time as it reasonably determines that a practicable or equitable distribution can be effected. In lieu of delivering Receipts issuing GDRs or adjusting the Depositary's records for fractional American Depositary Shares GDSs in any such case, the Depositary shall sell the amount number of Shares represented by the aggregate of such fractions and distribute the net proceedsproceeds in dollars, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners 4.02. If additional GDRs are not so distributed (except pursuant to this Section 4.03 shall be unreasonably delayed by any action the preceding sentence), or such change in the records of the Depositary or any of its agents. If additional Receipts are is not so distributedmade, each American Depositary Share GDS shall thenceforth also represent its proportionate interest in the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Preferred Stock Deposit Agreement (Philippine Long Distance Telephone Co)

Distributions in Shares. Subject to applicable U.S. and French law, the Company's compliance with its obligations under Section 5.07, and to the other terms of this Deposit Agreement, in the event that the holders of Shares are granted the option to receive dividends on such Shares in the form of cash or additional Shares, Owners of Receipts shall be granted the option to receive dividends on Receipts in the form of cash or additional Receipts on an equivalent basis. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shall, if subject to the Company shall so requestCompany's compliance with its obligations under Section 5.07 of this Deposit Agreement, distribute, as promptly as practicable, distribute 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receipts, including the withholding of any tax or other governmental charge as provided in Section 4.11 4.10 and the payment of the fees of the Depositary as provided in Section 5.09. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributeddistributed (except by reason of and in accordance with the immediately preceding sentence), each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Vivendi Universal)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shall, if the Company shall so request, distribute, as promptly as practicable, cause to be delivered 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the after deduction or upon issuance of American Depositary Shares evidenced by ReceiptsShares, 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 delivery of American Depositary Shares if it has not received satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933 after having requested such assurances from the Company. If and in so far as the Depositary deems any such distribution to all or any Holders not to be reasonably practicable (including, without limitation, due to the fractions which would otherwise result or to any requirement that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges) or to be unlawful, the Depositary shall (either by public or private sale and otherwise at its discretion, subject to all applicable laws and regulations) sell such Shares so received and distribute the net proceeds of such sale as a cash distribution pursuant to Section 4.01 to the Holders entitled thereto. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts American Depositary Shares are not so distributeddelivered, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (JSC RusHydro)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, of Shares, the Depositary may or may, with the Company's approval, and shall, if the Company shall so request, distributeinstruct the Company to deposit or cause to deposit such Shares with the Custodian, as promptly as practicableregister such Shares in the name of the Depositary, and either (i) distribute to the Owners of outstanding Receipts Holders entitled thereto, as of the record date fixed pursuant to Section 4.07 hereof in proportion to the number of American Depositary Shares GDSs representing such Deposited Securities held by them respectively, additional Receipts evidencing GDRs for an aggregate number of American Depositary Shares GDSs representing the amount number of Shares received as such dividend or free distribution, subject to the terms of this Deposit Agreement, including, without limitation, this Section 4.04 and conditions Sections 2.02. 2.03 and 5.06 hereof, or (ii) reflect on the records of the Deposit Agreement with respect to Depositary such increase in the deposit number of Shares and the issuance of American Depositary Shares evidenced represented by Receiptseach outstanding GDS, including the withholding of any tax in either case after deduction or other governmental charge as provided in Section 4.11 and the upon payment of the fees and expenses of the Depositary; provided, however, that 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 interest and penalties thereon, or that such Shares must be registered under the Securities Act in order to be distributed to Holders) the Depositary deems such distribution not to be feasible, the Depositary may, after consultation with the Company, adopt such method as provided it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (in Section 5.09a public or private sale) of the Shares thus received, or any part thereof, and the net proceeds of any such sale shall be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. In lieu of delivering Receipts for fractional American Depositary Shares GDSs in any such case, the Depositary shall sell the amount number of Shares represented by the aggregate of such fractions and distribute the net proceedsproceeds in dollars, all in the manner and subject to the conditions described in Section 4.014.02; provided, however, that no distribution to Owners Holders pursuant to this Section 4.03 4.04 shall be unreasonably delayed by any action actions of the Depositary or any of its agentsthe Custodian. If additional Receipts GDRs are not so distributed, each American Depositary Share GDS shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Shinhan Financial Group Co LTD)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallshall establish an ADS Record Date pursuant to the terms of Section 4.06 hereof, and may, and will if the Company shall so requestrequests, distribute, distribute as promptly as practicable, practicable to the Owners Holders of outstanding Receipts entitled theretoas of the ADS Record Date, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the this Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receipts, including the withholding of any tax or other governmental charge as provided in Section 4.11 4.12 and the payment of the fees and expenses of the Depositary as provided in Section 5.09. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the The Depositary may withhold any such distribution of Receipts under this Section 4.03 if it has not received 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 such the Securities Act; provided that. In lieu of delivering Receipts for fractional American Depositary Shares the Depositary may, in any such eventits discretion, the Depositary may sell the amount of Shares distributed represented by the aggregate of such fractions, at public or private sale, at such place or places and upon the Deposited Securities such terms as it may deem proper, and distribute the net proceedsproceeds of any such sale in accordance with Section 4.01. If additional Receipts are not so distributed (except as pursuant to the preceding sentence), all each American Depositary Share shall thenceforth also represent its proportionate interest in the manner and subject to the conditions described in Section 4.01additional Shares so distributed upon such Deposited Securities.

Appears in 1 contract

Samples: Deposit Agreement (Consorcio Ecuatoriano De Telecommunicaciones Sa Conecel)

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Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company shall so request, distribute, as promptly as practicable, distribute 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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; provided, however, that no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action or inaction of the Depositary or any of its agents. 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 of 1933. 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 the net proceeds, if any, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Sainsbury J PLC /Fi)

Distributions in Shares. Whenever the Company intends to make a distribution that consists of a dividend in, or free distribution of, Shares, the Company shall timely give notice thereof to the Depositary prior to the proposed distribution, specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice from the Company, the Depositary shall establish an American Depositary Share record date upon the terms described in Section 4.06. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shall, if the Company shall so request, distribute, as promptly as practicable, distribute to the Owners of outstanding Receipts American Depositary Shares entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by ReceiptsShares, 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 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 of 1933 or is exempt from registration under the provisions of such 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 distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary) to Owners entitled thereto as in the case of a distribution received in cash. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts 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. In addition, (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary may withhold any distribution of Receipts under and (b) taxes and governmental charges). Notwithstanding anything contained in this Section 4.03 if it has not received satisfactory assurances from to the contrary, in the event the Company that such fails to give the Depositary timely notice of the proposed distribution does not require registration under the Securities Act or is exempt from registration under the provisions of such Act; provided that, in any such eventfor above, the Depositary may sell agrees to use commercially reasonable efforts to perform the Shares distributed upon actions contemplated in this Section 4.03, and the Deposited Securities Company, the Owners and distribute the net proceedsBeneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in this Section 4.03 where such notice has not been so timely given, all in the manner and subject other than its failure to the conditions described in Section 4.01use commercially reasonable effort, as provided herein.

Appears in 1 contract

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

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company shall so requestrequest in writing, distribute, as promptly as practicable, deliver 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as a result of such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by ReceiptsShares, 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 Shares receives sufficient to pay its fees and expenses in respect of that distribution). The Depositary may withhold any such delivery of American Depositary Shares if it has not received 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 use reasonable efforts to sell the amount 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 4.01; provided, however. Notwithstanding the foregoing, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts American Depositary Shares are not so distributeddelivered, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, with the Issuer’s approval, and shall if the Company Issuer shall so request, distributedeposit, as promptly as practicableor cause such Shares to be deposited, with the Custodian or with Indeval for the account of the Custodian and registered in the name of the Custodian and distribute 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 evidencing for an aggregate number of American Depositary Shares representing the amount number of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receiptsin either case, including the withholding of any tax after deduction or other governmental charge as provided in Section 4.11 and the payment of the fees set forth in Section 5.09 and the expenses of the Depositary as provided in Section 5.09Depositary. In lieu of delivering Receipts for fractional American Depositary Shares in the case of any such casedistribution, the Depositary shall sell the amount of Shares represented by the aggregate of such fractions and distribute promptly the net proceeds, all in the a manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents4.02. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In additionIf for any reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (public or private) of the Shares received. The Depositary may, and shall if the Issuer shall so request, withhold any distribution of Receipts under this Section 4.03 if it has not received satisfactory assurances from the Company subject to its satisfaction that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of such the Securities Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Group Simec Sa De Cv)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, additional Shares, the Depositary may or may, and shall, if the Company shall so requestrequests, distribute, as promptly as practicable, either (i) distribute to the Owners of outstanding Receipts Holders entitled thereto, in proportion to the number of American Depositary Shares International GDSs representing such Deposited Securities held by them respectively, additional Receipts evidencing International GDRs for an aggregate number of American Depositary Shares International GDSs representing the amount number of Shares received as such dividend or free distribution, subject to or (ii) reflect on the terms and conditions records of the Deposit Agreement with respect to Depositary such increase in the deposit aggregate number of Shares and the issuance of American Depositary International GDSs representing Shares evidenced by Receipts, including the withholding of any tax Master International GDR and credit such International GDSs to the DTC accounts entitled thereto in either case after deduction or other governmental charge as provided in Section 4.11 and the upon payment of the fees and expenses of the Depositary; provided, however, that 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) the Depositary deems such distribution not to be practical or feasible, the Depositary may adopt such method as provided it may deem equitable or 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 to the Holders entitled thereto as in Section 5.09the case of a distribution received in cash. In lieu of delivering Receipts issuing International GDRs for fractional American Depositary Shares International GDSs in any such case, the Depositary shall sell the amount number of Shares represented by the aggregate of such fractions and distribute the net proceedsproceeds in dollars, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners 4.02. If additional International GDRs are not so distributed (except pursuant to this Section 4.03 shall be unreasonably delayed by any action the preceding sentence) or such change in the records of the Depositary or any of its agents. If additional Receipts are is not so distributedmade (except pursuant to the preceding sentence), each American Depositary Share International GDS shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: International Deposit Agreement (Tata Motors LTD/Fi)

Distributions 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, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary may or shall establish the record date upon the terms described in Section 4.6 and shall, if the Company shall so requestsubject to Sections 4.8 and 5.9 hereof, distribute, as promptly as practicable, either (i) distribute to the Owners Holders as of outstanding Receipts entitled thereto, the record date in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectivelyas of the record date, additional Receipts evidencing an aggregate number of American Depositary Shares representing Shares, which represent in the amount aggregate the number of Shares received as such dividend dividend, or free distribution, subject to the other terms and conditions of the this Deposit Agreement with respect to (including, without limitation, (a) the deposit of Shares applicable fees and charges of, and expenses incurred by, the issuance of Depositary and (b) taxes and/or governmental charges), or (ii) if additional American Depositary Shares evidenced are not so distributed, each American Depositary Share issued and outstanding after the record date shall, to the extent permissible by Receiptslaw, including thenceforth also represent rights and interests in the withholding additional Shares distributed upon the Deposited Securities represented thereby (net of any tax or other governmental charge as provided in Section 4.11 (a) the applicable fees and the payment of the fees of charges of, and expenses incurred by, the Depositary as provided in Section 5.09and (b) taxes and governmental charges). In lieu of delivering Receipts for fractional American Depositary Shares in any such caseShares, the Depositary shall sell the amount 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 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents4.1. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the The Depositary may withhold any such distribution of Receipts under this Section 4.03 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 of 1933 or is exempt from registration under the provisions of the Securities Act of 1933. To the extent such Act; provided that, in any such eventdistribution may be withheld, the Depositary may sell dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Shares distributed upon Depositary deems necessary and practicable, and the Deposited Securities and Depositary shall distribute 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 Holders entitled thereto upon the conditions terms described in Section 4.014.1.

Appears in 1 contract

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

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, after consultation with the Company to the extent practicable, and shall if the Company shall so request, distribute, distribute as promptly as practicable, 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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, provided, however, that no such distribution to Owners shall be unreasonably delayed by any action of the Depositary. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933 or is exempt from registration under the provisions of such Act. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Aluminum Corp of China LTD)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company shall so request, distribute, as promptly as practicable, instruct the Company to deposit or cause such Shares to be deposited with the Custodian or OeKB and registered in the name of the Custodian and deliver to the Owners Holders of outstanding Receipts entitled thereto, in proportion to of the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts evidencing for an aggregate number of American Depositary Shares representing the amount number of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receiptsin either case, including the withholding of any tax after deduction or other governmental charge as provided in Section 4.11 and the upon payment of the fees and expenses of the Depositary; provided, however, that 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 of 1933 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 provided it may 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 net proceeds of any such sale shall be distributed by the Depositary to the Holders entitled thereto as in Section 5.09the case of a distribution received in cash. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933 or is exempt from registration under the provisions of such Act; provided that, in any such event. Notwithstanding anything herein to the contrary, the Depositary may sell the Company shall have no obligation to either (i) register any Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions or Receipts described in this Section 4.014.03 under the Securities Act of 1933 or (ii) take other actions to permit the distribution of such securities in accordance with applicable U.S. securities laws.

Appears in 1 contract

Samples: Deposit Agreement (Erste Bank Der Oesterriechischen /Fi)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and will if the Company shall so requestrequests, distribute, distribute as promptly as practicable, practicable to the Owners of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities evidenced by Receipts held by them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit this Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 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 such Act. 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 distribute, as promptly as practicable, the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, that no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If such adjustments on the records of the Depositary are not so made or additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, If the Depositary determines, after consultation with the Company to the extent practicable, that it is not lawful and feasible to make Shares received as a dividend or free distribution available to all or certain Owners, it may withhold any distribution sell such Shares in proportion to the number of Receipts under this Section 4.03 if American Depositary Shares held by the Owners to whom it has determined it may not received satisfactory assurances from lawfully or feasibly make such Shares available, and allocate the Company that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions net proceeds of such Act; provided that, in any such event, sales (net of the fees and expenses of the Depositary may sell the as provided in Section 5.09 and all taxes and governmental charges payable in connection with such Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the terms and conditions described in Section 4.01of this Agreement) for the account of such Owners otherwise entitled to such Shares, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any Receipt or otherwise.

Appears in 1 contract

Samples: Deposit Agreement (Netia Holdings Sa/Adr)

Distributions in Shares. If any distribution upon any ----------------------- Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.09. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no -------- ------- distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Telesp Celular Participacoes Sa)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shall, if the Company shall so request, distribute, as promptly as practicable, distribute 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 evidencing an aggregate number of American Depositary Shares representing the amount number of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 5.095.9 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 of Receipts if it has not received 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 such Act. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; 4.1 provided, however, that no distribution to Owners pursuant to this Section 4.03 4.3 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Aflease Gold LTD /Fi)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company Issuer shall so request, distribute, as promptly as practicable, , (i) distribute 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 evidencing for an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject each such Depositary Receipt to represent the same number of Shares as theretofore; (ii) cause each outstanding American Depositary Share thenceforth to represent, in addition, the Shares distributed upon the Deposited Securities represented thereby; or (iii) adjust, effective on the record date fixed pursuant to Section 4.06 for the payment of such dividend or free distribution, the number of Shares represented by each American Depositary Share, and distribute to the terms and conditions of Owners entitled thereto additional Receipts so that, after giving effect to such distribution, such Owner shall hold Receipts for the Deposit Agreement with respect to the deposit of Shares and the issuance number of American Depositary Shares evidenced representing the number of Shares equal to the sum of (a) the number of Shares represented by Receipts, including American Depositary Shares theretofore held by such Owner and (b) the withholding number of any tax Shares constituting the dividend or other governmental charge as provided in Section 4.11 and the payment of the fees of the Depositary as provided in Section 5.09free distribution with respect to such Shares. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.014.02.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Distributions in Shares. If Whenever the Depositary receives any distribution upon any on Deposited Securities consists consisting of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company shall so requestrequests in writing, distribute, as promptly as practicable, deliver to the Owners of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such those Deposited Securities held by them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such that dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by ReceiptsShares, 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 5.095.9 (and the Depositary may sell, by public or private sale, an amount of the Shares received (or American Depositary Shares representing those Shares) sufficient to pay its fees and expenses in respect of that distribution). In lieu of delivering Receipts for fractional American Depositary Shares in any such caseShares, the Depositary shall may sell the amount of Shares represented by the aggregate of such those fractions (or American Depositary Shares representing those Shares) and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents4.1. If and to the extent that additional Receipts American Depositary Shares are not so distributeddelivered and Shares or American Depositary Shares are not so sold, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon on the Deposited Securities represented thereby. In additionIf the Company declares a distribution in which holders of Deposited Securities have a right to elect whether to receive cash, Shares or other securities or a combination of those things, or a right to elect to have a distribution sold on their behalf, the Depositary may, after consultation with the Company, make that right of election available for exercise by Owners in any manner the Depositary considers to be lawful and practical. As a condition of making a distribution election right available to Owners, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received require satisfactory assurances from the Company that such distribution doing so does not require registration of any securities under the Securities Act or is exempt from registration under the provisions of such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.011933.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, capitalization issue of Shares, the Depositary may or shallDepositary, with the approval of the Company, and shall if the Company shall so request, distribute, as promptly as practicable, (a) distribute to the Owners Record Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary New York Shares representing such Deposited Securities held by them them, respectively, additional Receipts evidencing to an aggregate number of American Depositary New York Shares representing the amount Shares received on such capitalization, or (b) provide for an exchange with the Record Holders of Receipts entitled thereto, in proportion to the number of New York Shares held by them, respectively, new Receipts for an aggregate number of New York Shares representing the number of Shares received as on such dividend or free distribution, subject capitalization and the number of Shares theretofore represented by the Receipts surrendered by them to the terms and conditions of the Deposit Agreement Depositary in connection with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.09such exchange. In lieu of delivering issuing Receipts for fractional American Depositary New York Shares in any such case, the Depositary shall may, in its discretion and with the approval of the company, (a) sell the amount of Shares represented by the aggregate of such fractions and or (b) distribute to the Record Holders of Receipts entitled thereto order forms which such Record Holders may use to instruct the Depositary, as their agent, either to sell their fractional interest or to purchase an additional fractional interest to make up one full New York Share (which fractional interests may be sold by the Depositary in the absence of instructions to the contrary within a period of time specified in such order forms). In the event that the Depositary shall sell Shares or fractional interests as provided in the immediately preceding sentence, the Depositary shall distribute the net proceedsproceeds of such sale, all converted into Dollars if not already in Dollars, to the Record Holders of Receipts entitled thereto as in the manner and subject to the conditions described case of a distribution received in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01cash.

Appears in 1 contract

Samples: Deposit Agreement (Shell Transport & Trading Co PLC)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution without consideration of, Shares, the Depositary may or shallmay, and shall if the Company shall so requestrequests, distribute, as promptly as practicable, distribute to the Owners Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares evidenced by Receipts held by them, respectively, representing such Deposited Securities held by them respectivelySecurities, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount number of Shares received as in such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.09. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided4.3. Until the distribution of such Receipts and net proceeds in accordance with the preceding sentence, howevereach American Depositary Share shall also represent its proportionate interest in the additional Shares distributed upon the Deposited Securities represented thereby and such net proceeds. Notwithstanding the foregoing, no if the Company shall so direct or if for any reason (including any requirement that the Company, the Custodian or the Depositary withhold an amount on account for taxes or other governmental charges or that such Shares must be registered under the Securities Act of 1933 in order to be distributed to Holders) the Depositary, after consultation with the Company, determines that a distribution in Shares is not feasible or may not be legally made to some or all Holders, the Depositary may, following consultation with the Company, adopt such method as it may deem lawful, equitable and practicable for the purpose of effecting such distribution, and if the Company so requests, shall adopt a method given by the Company for the purpose of effecting such distribution, including the sale (either public or private, at such place or places and upon such terms as it may deem reasonably proper) of the Shares thus received or any part thereof and, in such case, the net proceeds of any such sale shall be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution in cash. No distribution to Owners Holders pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01Custodian.

Appears in 1 contract

Samples: Deposit Agreement (Rwe Ag /Fi)

Distributions 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, as the case may be, in the name of the Depositary, the Custodian or their respective nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary may or 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, distribute to the Owners Holders as of outstanding Receipts 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 Receipts evidencing an ADSs, which represent in the aggregate the number of American Depositary Shares representing the amount of Shares received as such dividend dividend, or free distribution, subject to the other terms and conditions of the this Deposit Agreement with respect (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the deposit 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 the issuance of American Depositary Shares evidenced by Receiptscharges of, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the fees of expenses incurred by, the Depositary as provided in Section 5.09and (b) taxes). In lieu of delivering Receipts for fractional American Depositary Shares in any such caseADSs, the Depositary shall sell the amount number of Shares or ADSs, 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 4.01; 4.1. In the event that the Depositary determines that any distribution in property (including Shares) is subject to any tax or 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 distributed to Holders (and no such registration statement has been declared effective), 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 Depositary shall distribute the net proceeds of any such sale (after deduction of (a) taxes and (b) fees and charges of, and expenses incurred by, the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 provided, howeverfurther, that no distribution to Owners Holders pursuant to this Section 4.03 4.2 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts To the extent such securities or property or the net proceeds thereof are not so distributeddistributed to Holders as provided in this Section 4.2, the same shall constitute Deposited Securities and each American Depositary Share ADS shall thenceforth thereafter also represent the additional Shares distributed upon the Deposited Securities represented therebyits proportionate interest in such securities, property or net proceeds. In addition, the The Depositary may withhold shall hold and/or distribute any distribution unsold balance of Receipts under this Section 4.03 if it has not received satisfactory assurances from the Company that such distribution does not require registration under the Securities Act or is exempt from registration under property in accordance with the provisions of such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Telia Ab)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or 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 each of them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.09. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. Prior to the Effective Time, each beneficial owner of Receipts or Shares so distributed shall be deemed to have made the representations and warranties required pursuant to Section 2.02 hereof. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Cesp Companhia Energetica De Sao Paulo /Fi)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company shall so requestrequests, distribute, distribute as promptly as practicable, 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 reasonable assurances from the Company that such distribution is not subject to, or is exempt from, the registration requirements of the Securities Act. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, case the Depositary shall sell the amount 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 4.01; provided, however, that no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Industrias Bachoco Sa De Cv)

Distributions 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, as the case may be, in the name of the Depositary, the Custodian or their respective nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary may or 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, distribute to the Owners Holders as of outstanding Receipts 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 Receipts evidencing an ADSs, which represent in the aggregate the number of American Depositary Shares representing the amount of Shares received as such dividend dividend, or free distribution, subject to the other terms and conditions of the this Deposit Agreement with respect (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the deposit 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 the issuance of American Depositary Shares evidenced by Receiptscharges of, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the fees of expenses incurred by, the Depositary as provided in Section 5.09and (b) taxes). In lieu of delivering Receipts for fractional American Depositary Shares in any such caseADSs, the Depositary shall sell the amount number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceedsproceeds upon the terms described in Section 4.1. In the event that the Depositary determines that any distribution in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, all or, if the Company in the manner 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 distributed to Holders (and subject no such registration statement has been declared effective), 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 conditions Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of (a) taxes and (b) fees and charges of, and expenses incurred by, the Depositary) to Holders entitled thereto upon the terms described in Section 4.01; 4.1 provided, howeverfurther, that no distribution to Owners Holders pursuant to this Section 4.03 4.2 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts To the extent such securities or property or the net proceeds thereof are not so distributeddistributed to Holders as provided in this Section 4.2, the same shall constitute Deposited Securities and each American Depositary Share ADS shall thenceforth thereafter also represent the additional Shares distributed upon the Deposited Securities represented therebyits proportionate interest in such securities, property or net proceeds. In addition, the The Depositary may withhold shall hold and/or distribute any distribution unsold balance of Receipts under this Section 4.03 if it has not received satisfactory assurances from the Company that such distribution does not require registration under the Securities Act or is exempt from registration under property in accordance with the provisions of such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Teliasonera Ab)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and will if the Company shall so requestrequests, distribute, distribute as promptly as practicable, practicable to the Owners of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities evidenced by Receipts held by them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 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 such Act. 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 distribute, as promptly as practicable, the net proceeds, all in the manner and subject to the conditions described in Section 4.01; providedPROVIDED HOWEVER, however, that no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If such adjustments on the records of the Depositary are not so made or additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, If the Depositary determines, after consultation with the Company to the extent practicable, that it is not lawful and feasible to make Shares received as a dividend or free distribution available to all or certain Owners, it may withhold any distribution sell such Shares in proportion to the number of Receipts under this Section 4.03 if American Depositary Shares held by the Owners to whom it has determined it may not received satisfactory assurances from lawfully or feasibly make such Shares available, and allocate the Company that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions net proceeds of such Act; provided that, in any such event, sales (net of the fees and expenses of the Depositary may sell the as provided in Section 5.09 and all taxes and governmental charges payable in connection with such Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the terms and conditions described in Section 4.01of this Deposit Agreement) for the account of such Owners otherwise entitled to such Shares, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any Receipt or otherwise.

Appears in 1 contract

Samples: Deposit Agreement (Netia Holdings Sa)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution without consideration of, Shares, the Depositary may or shallmay, and shall if the Company shall so requestrequests, distribute, as promptly as practicable, distribute 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 evidencing an aggregate number of American Depositary Shares representing the amount number of Shares received as in such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.09. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no 4.1. Until the distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of such Receipts and net proceeds in accordance with the Depositary or any of its agents. If additional Receipts are not so distributedpreceding sentence, each American Depositary Share shall thenceforth also represent its proportionate interest in the additional Shares distributed upon the Deposited Securities represented therebythereby and such net proceeds. In additionNotwithstanding the foregoing, if for any reason (including any requirement that the Company, the Custodian or the Depositary withhold an amount on account for taxes or other governmental charges or that such Shares must be registered under the Securities Act of 1933 in order to be distributed to Holders) the Depositary, after Consultation with the Company, determines that a distribution in Shares is not feasible or may not be legally made to some or all Holders, the Depositary may withhold adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (either public or private, at such place or places and upon such terms as it may deem reasonably proper) of the Shares thus received or any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided thatpart thereof and, in such case, the net proceeds of any such event, sale shall be distributed by the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.the

Appears in 1 contract

Samples: Deposit Agreement (Basf Aktiengesellschaft /Fa/)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shall, if the Company shall so request, distribute, as promptly as practicable, deliver 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 evidencing an aggregate number of American Depositary Shares representing the amount number of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the after deduction or upon issuance of American Depositary Shares evidenced by ReceiptsShares, 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, a number of the Shares received sufficient to pay its fees and expenses in respect of that distribution). The Depositary may withhold any such delivery of American Depositary Shares if, after reasonable written request, it has not received 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 use reasonable efforts to sell the amount number of Shares represented by the aggregate of such fractions and distribute the net proceedsproceeds of any sale of that kind, all in the manner and subject to the conditions described in Section 4.01; provided, however. Notwithstanding the foregoing, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts American Depositary Shares are not so distributeddelivered, each American Depositary Share shall thenceforth also represent the number of additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Gulf Keystone Petroleum LTD)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, with the Issuer’s approval, subsequent to receipt thereof from the Issuer, and shall if the Company Issuer shall so request, distribute, distribute as promptly as practicable, practicable to the Owners of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities evidenced by Receipts held by them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.095.9 and the Depositary may sell, by public or private sale, an amount of the Shares received that is sufficient to pay its fees and expenses in respect of that distribution). 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents4.1. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the The Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received satisfactory assurances from the Company 4.3 subject to its satisfaction that such distribution does not require registration under the Securities Act of 1933 or is exempt from registration under the provisions of such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (National Bank of Greece Sa)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shall, if the Company shall so request, distribute, as promptly as practicable, deliver 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by ReceiptsShares, 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 delivery of American Depositary Shares if it has not received 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 may sell the amount 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 4.01; provided. To the extent the preceding sentence would require the Depositary to endeavor to sell a number of Shares constituting less than a full Unit, however, no distribution the Depositary may sell those Shares to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action the Company in accordance with applicable law and the Share Handling Regulations of the Depositary or any of its agentsCompany as in effect at that time. If additional Receipts American Depositary Shares are not so distributeddelivered, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Distributions in Shares. Whenever the Depositary shall receive notice that the Company has declared any distribution upon any Deposited Securities consisting of a dividend in, or free distribution of, Shares, the Depositary shall, as promptly as practicable, use its reasonable efforts to cause the Custodian to take any and all such actions as are necessary to obtain payment of such distribution on such Deposited Securities. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company shall so request, distribute, distribute as promptly as practicable, 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933 or is exempt from registration under the provisions of such Act. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Merck Serono S.A.)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company shall so requestrequests, 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 each of them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.09. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided . Provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Distributions in Shares. If 1f any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or 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 each of them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.09. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, that no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received satisfactory assurances from the Company that such distribution does not require registration under the Securities securities Act or is exempt from registration under the provisions of such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Energy Co of Parana)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, upon receipt of such Shares the Depositary may or may, after consultation with the Company, and shall, if the Company shall so request, distribute, as promptly as practicable, (i) instruct the Company to deposit or cause such Shares to be deposited with the Custodian or the Foreign Registrar and registered in the name of the Custodian or its nominee or the Depositary or its nominee and (ii) distribute to the Owners Holders of outstanding Receipts entitled thereto, as of the record date fixed pursuant to Section 4.7 hereof, in proportion to the number of American Depositary Shares ADSs representing such Deposited Securities held by them respectively, additional Receipts evidencing for an aggregate number of American Depositary Shares ADSs representing the amount number of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receipts, including the withholding of any tax after deduction or other governmental charge as provided in Section 4.11 and the upon payment of the fees and expenses of the Depositary; provided, however, that 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, after consultation with the Company, adopt such method, if any, as provided the Depositary may deem necessary 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 net proceeds of any such sale shall be distributed by the Depositary to the registered Holders entitled thereto as in the case of a distribution received in cash pursuant to Section 5.094.2. In lieu of delivering issuing Receipts for fractional American Depositary Shares ADSs in any such case, the Depositary shall sell the amount number of Shares represented by the aggregate of such fractions and distribute the net proceeds, all proceeds in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents4.2. If additional Receipts are not so distributeddistributed (except pursuant to the preceding sentence), or such change in the records of the Depositary is not made, each American Depositary Share shall thenceforth also represent its proportionate interest in the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Centerpulse LTD)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company shall so requestrequests in writing, distribute, as promptly as practicable, deliver 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receipts, including the withholding of any tax after deduction or other governmental charge as provided in Section 4.11 and the upon 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 delivery of American Depositary Shares if it has not received satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933, after having requested such assurances from the Company. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided. If and in so far as the Depositary deems any such distribution of American Depositary Shares to all or any Owners not to be reasonably practicable (including, howeverwithout limitation, no due to the fractions which would otherwise result or to any requirement that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges), or to be unlawful, the Depositary may (either by public or private sale and otherwise at its discretion, subject to all applicable laws and regulations) sell such Shares so received and distribute the net proceeds of such sale as a cash distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of 4.01 to the Depositary or any of its agentsOwners entitled thereto. If additional Receipts American Depositary Shares are not so distributeddelivered and the additional Shares are not sold, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Bank of New York / Adr Division)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallmay, and shall if the Company Issuer shall so request, distribute, as promptly as practicable, either (i) distribute 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 5.095.9 (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) or (ii) if additional Receipts are not so distributed, each American Depositary Share 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 and (b) taxes and governmental charges). The Depositary may withhold any delivery of Receipts under this Section 4.3 if it has not received satisfactory assurances from the Issuer (including, if required pursuant to Section 5.7, an opinion of counsel to the Issuer furnished at the expense of the Issuer) that such distribution does not require registration under the Securities Act of 1933. 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 distribute the net proceeds of any such sale (after deduction of applicable (a) taxes and/or governmental charges and (b) fees and charges of, and expenses incurred by, the Depositary) to Owners entitled thereto as in the case of a distribution received in cash all in the manner and subject to the conditions described in Section 4.1. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.014.1.

Appears in 1 contract

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

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may may, or with the approval of the Company, 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.09. In If the Company shall so agree, in lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall may sell the amount 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 4.01; provided, however, that no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agentsthe Custodian. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Promotora Y Operadora De Infraestructura, S.A.B De C.V.)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or may, and upon the request of the Company shall, if the Company shall so request, distribute, as promptly as practicable, distribute 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.095.9 hereof. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided4.1 hereof. If for any reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges) the Depositary determines that it is not lawful or feasible to make such a distribution of Shares to all or certain Owners, howeverthe Depositary may adopt such method as it may deem lawful, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the Shares thus received, or any action part thereof, and the net proceeds of any such sale (net of fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash pursuant to Section 4.1. To the extent such Shares, or any of its agents. If additional Receipts the net proceeds thereof, are not so distributedeffectively distributed to Owners as provided herein, the same shall constitute Deposited Securities and each American Depositary Share shall thenceforth thereafter also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.its proportionate

Appears in 1 contract

Samples: Deposit Agreement (Sap Aktiengesellschaft Systems Applications Products in Data)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shall, if the Company shall so request, distribute, as promptly as practicable, distribute 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the after deduction or upon issuance of American Depositary Shares 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 of Receipts if it has not received satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933 or is exempt from registration under the provisions of such Act. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided. For the avoidance of doubt, in no event, however, no distribution shall the Company be required to Owners pursuant to this Section 4.03 shall be unreasonably delayed by register any action of securities under the Depositary or Act in connection with any of its agentssuch public sale. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Galapagos Nv)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or may, and upon the request of the Company shall, if the Company shall so request, distribute, as promptly as practicable, distribute 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receipts, including the withholding of any tax or other governmental charge as provided Table of Contents in Section 4.11 and the payment of the fees of the Depositary as provided in Section 5.095.9 hereof. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided4.1 hereof. If for any reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges) the Depositary determines that it is not lawful or feasible to make such a distribution of Shares to all or certain Owners, howeverthe Depositary may adopt such method as it may deem lawful, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the Shares thus received, or any action part thereof, and the net proceeds of any such sale (net of fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash pursuant to Section 4.1. To the extent such Shares, or any of its agents. If additional Receipts the net proceeds thereof, are not so distributedeffectively distributed to Owners as provided herein, the same shall constitute Deposited Securities and each American Depositary Share shall thenceforth thereafter also represent its proportionate interest in the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received satisfactory assurances from the Company that thereby and such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Sap Aktiengesellschaft Systems Applications Products in Data)

Distributions in Shares. If any Whenever the Company intends to make a distribution upon any Deposited Securities that consists of a dividend in, or free distribution of, Shares, the Depositary may or shall, if the Company shall so requestgive notice thereof to the Depositary at least twenty (20) calendar days prior to the proposed distribution, distributespecifying, as inter alia, the record date applicable to holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice from the Company, the Depositary shall establish the American Depositary Share record date upon the terms described in Section 4.06. As promptly as practicablepracticable following receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary shall either (i) subject to Section 5.09, distribute to the Owners as of outstanding Receipts entitled thereto, the American Depositary Share record date in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectivelyas of the American Depositary Share record date, additional Receipts evidencing an aggregate number of American Depositary Shares representing Shares, which represent in the amount aggregate the number of Shares received as such dividend dividend, or free distribution, subject to the other terms and conditions of the Deposit Agreement with respect to (including, without limitation, (a) payment of the deposit applicable fees and charges of, and expenses incurred by, the Depositary and (b) withholding of Shares and the issuance of any applicable taxes), or (ii) if additional American Depositary Shares evidenced are not so distributed, take all actions necessary so that each American Depositary Share issued and outstanding after the American Depositary Share record date shall, to the extent permissible by Receiptslaw, including thenceforth also represent rights and interests in the withholding additional integral number of any tax or other governmental charge as provided in Section 4.11 Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and the payment of the fees of charges of, and expenses incurred by, the Depositary as provided in Section 5.09and (b) taxes withheld). 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, that no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts American Depositary Shares are not so distributed, to the extent permissible by applicable law, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

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

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shallCustodian shall be required, if the Company shall so request, distribute, as promptly as practicablesubject to applicable law, to accept such Shares for deposit pursuant to this Deposit Agreement and, upon receipt of confirmation of such deposit, the Owners Depositary shall (subject to Section 5.05) either (i) distribute to the Holders of outstanding Receipts Regulation S GDRs entitled thereto, in proportion to the number of American Depositary Shares Regulation S GDSs representing such Deposited Securities held by them respectively, additional Receipts evidencing for an aggregate number of American Depositary Shares Regulation S GDSs representing the amount number of Shares received as such dividend or free distribution, subject to or (ii) reflect on the terms and conditions records of the Deposit Agreement with respect to Depositary such increase in the deposit aggregate number of Regulation S GDSs representing the aggregate number of Shares and the issuance of American Depositary Shares evidenced by Receiptsso received, including the withholding of any tax in either case, after deduction or other governmental charge as provided in Section 4.11 and the upon payment of the fees and expenses of the Depositary. 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) the Depositary deems such distribution not to be commercially feasible, the Depositary may, after consultation with the Company, adopt such method as provided it may deem commercially feasible 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 net proceeds of any such sale shall be distributed by the Depositary to the Holders entitled thereto as in Section 5.09the case of a distribution received in cash. In lieu of delivering Receipts issuing Regulation S GDRs for fractional American Depositary Shares Regulation S GDSs in any such case, the Depositary shall sell the amount number of Shares represented by the aggregate of such fractions and distribute the net proceeds, all proceeds in dollars. To the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional Receipts extent that new Regulation S GDSs representing such Shares are not so distributedcreated and such Shares are not sold or otherwise distributed in accordance with this Section, each American Depositary Share Regulation S GDSs shall thenceforth also represent the such additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Regulation S Deposit Agreement (KB Financial Group Inc.)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or may, after consultation with the Company, and shall, if the Company shall so request, distribute, as promptly as practicable, distribute 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 of the Depositary as provided in Section 5.09. 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action . If in the opinion of the Depositary any distribution of Shares cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or holders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the Shares thus received, or any part thereof, and the net proceeds of its agentsany such sale (net of the fees of the Depositary as provided in Section 5.09) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. If additional Receipts or such proceeds are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Madeco Sa)

Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, additional Shares, the Depositary may or may, and shall, if the Company shall so requestrequests, distribute, as promptly as practicable, either (i) distribute to the Owners of outstanding Receipts Holders entitled thereto, in proportion to the number of American Depositary Shares Rule 144A GDSs representing such Deposited Securities held by them respectively, additional Receipts evidencing Rule 144A GDRs for an aggregate number of American Depositary Shares Rule 144A GDSs representing the amount number of Shares received as such dividend or free distribution, subject to or (ii) reflect on the terms and conditions records of the Deposit Agreement with respect to Depositary such increase in the deposit aggregate number of Shares and the issuance of American Depositary Rule 144A GDSs representing Shares evidenced by Receiptsthe Master Rule 144A GDR and credit such Rule 144A GDSs to the DTC accounts entitled thereto, including the withholding of any tax in either case after deduction or other governmental charge as provided in Section 4.11 and the upon payment of the fees and expenses of the Depositary in accordance with Section 5.06; provided, however, that 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 as to which question the Depositary intends to rely on a legal opinion provided in accordance with Section 5.09) the Depositary deems such distribution not to be practical or feasible, the Depositary may (i) adopt such method as it may deem equitable or practicable for the purpose of effecting such distribution, including the public or private sale of the Shares thus received, or any part thereof, and the prompt distribution of the net proceeds of any such sale to the Holders entitled thereto as in the case of a distribution received in cash or (ii) refrain from effecting such distribution altogether. In lieu of delivering Receipts issuing Rule 144A GDRs for fractional American Depositary Shares Rule 144A GDSs in any such case, the Depositary shall sell the amount number of Shares represented by the aggregate of such fractions and distribute the net proceedsproceeds in dollars, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners 4.02. If additional Rule 144A GDRs are not so distributed (except pursuant to this Section 4.03 shall be unreasonably delayed by any action the preceding sentence) or such change in the records of the Depositary or any of its agents. If additional Receipts are is not so distributedmade (except pursuant to the preceding sentence), each American Depositary Share Rule 144A GDS shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In addition, the Depositary may withhold any distribution of Receipts under this Section 4.03 if it has not received 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 such Act; provided that, in any such event, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and thereby subject to the conditions described in Section 4.01applicable fees and charges of the Depositary and taxes.

Appears in 1 contract

Samples: Rule 144a Deposit Agreement (Citibank,N.A./ADR)

Distributions in Shares. (a) If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may or shall, if the Company shall so request, distribute, as promptly as practicable, distribute 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 evidencing an aggregate number of American Depositary Shares representing the amount of Shares received as such dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares 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 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 the net proceeds, all in the manner and subject to the conditions described in Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary or any of its agents. If additional 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 additionthe 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 cash instead of fully paid Shares, the Company and the Depositary may withhold any distribution of Receipts under this Section 4.03 shall consult to determine whether it is practicable to make such option available to the Owners and, if it has not received satisfactory assurances from the Company that such distribution does not require registration under the Securities Act or option is exempt from registration under the provisions of such Act; provided that, in any such eventto be made available to Owners, the Depositary may sell the Shares distributed upon the Deposited Securities and distribute the net proceeds, all in the manner and subject procedures to the conditions described in Section 4.01be followed.

Appears in 1 contract

Samples: Deposit Agreement (Ternium S.A.)

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