Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall if the Issuer shall so request, 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 fees of the Depositary as provided in Section 5.9; 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 4.1. 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.
Appears in 4 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Anglogold Ashanti LTD), Deposit Agreement (Anglogold LTD)
Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall shall, subject to the following sentence, if the Issuer shall Company so requestrequests in writing, distribute 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 5.9; provided5.09 (and the Depositary may sell, howeverby public or private sale, an amount of the Shares received sufficient to pay its fees and expenses in respect of that no 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 to Owners shall be unreasonably delayed by any action does not require registration under the Securities Act of the Depositary or any of its agents1933. 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 (or American Depositary Shares representing that amount of Shares) and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.14.01. 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.
Appears in 4 contracts
Samples: Deposit Agreement, Deposit Agreement (Qiwi), Deposit Agreement (Qiwi)
Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall shall, if the Issuer Company shall so requestrequest in writing, distribute 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 5.9; provided5.09 (and the Depositary may sell, howeverby public or private sale, an amount of the Shares received sufficient to pay its fees and expenses in respect of that no 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 to Owners shall be unreasonably delayed by any action does not require registration under the Securities Act of the Depositary or any of its agents1933. 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 4.14.01. 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.
Appears in 4 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Anheuser-Busch InBev S.A.), Deposit Agreement (Anheuser-Busch InBev 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, and shall if the Issuer Company shall so requestrequests, distribute distribute, as promptly as practicable, to the Owners Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts 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 5.9; provided, however, that no 5.09. The Depositary may withhold any such distribution to Owners shall be unreasonably delayed by any action of ADRs if it has not received satisfactory assurances from the Depositary Company that such distribution does not require registration under the Securities Act or any is exempt from registration under the provisions of its agentssuch 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 4.14.01; provided, however, that no distribution to 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.
Appears in 4 contracts
Samples: Deposit Agreement (Andina Bottling Co 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, may either (i) after consultation with the Issuer and shall if the Issuer 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 4.11, the payment of fees of the Depositary as provided in Section 5.9; provided, howeverand any applicable U.S. securities laws or (ii) if additional American Depositary Shares are not so distributed, that no such distribution to Owners shall be unreasonably delayed each American Depositary Share issued and outstanding after the record date fixed by any action of the Depositary or any 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 its agents(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 4.1. If additional Receipts are not so distributed, each American No distribution to Owners pursuant to this Section 4.3 shall be unreasonably delayed by any action of the Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented therebyor any of its agents.
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, and shall if the Issuer shall Company so requestrequests in writing, distribute 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 5.9; provided5.09 (and the Depositary may sell, howeverby public or private sale, an amount of the Shares receives sufficient to pay its fees and expenses in respect of that no distribution). The Depositary may withhold any such delivery of American Depositary Shares if it has not received satisfactory assurances that such distribution to Owners shall be unreasonably delayed by any action does not require registration under the Securities Act of the Depositary or any of its agents1933. 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 4.14.01. 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.
Appears in 3 contracts
Samples: Deposit Agreement (Gas Natural SDG Sa), Deposit Agreement (Gas Natural SDG Sa), Deposit Agreement (Gas Natural SDG Sa)
Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary maymay or shall, and shall if the Issuer Company shall so requestrequest subject to this Deposit Agreement, distribute to the Owners Holders on a record date fixed pursuant to Section 4.06 of outstanding Receipts entitled theretoevidencing American Depositary Shares representing such Deposited Securities, in proportion to the number of American Depositary Shares representing such Deposited Securities held by each of 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 Receipts, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of fees of the Depositary as provided in Section 5.9; 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 the case of any such casedistribution, the Depositary shall sell the amount of Shares represented by the aggregate of such fractions and distribute the net proceeds, all proceeds of such sale as in the manner and subject case of a distribution received in cash pursuant to the conditions described in Section 4.14.01. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares so distributed upon such Deposited Securities. The Depositary may withhold any distribution of Receipts under this Section 4.03 to Holders having an address in the Deposited United States until the Company furnishes to the Depositary (a) evidence that a registration statement under the Securities represented therebyAct of 1933 covering such Receipts and related Shares is in effect or (b) an opinion of counsel for the Company in the United States satisfactory to the Depositary to the effect that such distribution does not require registration under the Securities Act of 1933.
Appears in 3 contracts
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (P&o Princess Cruises PLC)
Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall shall, if the Issuer Company shall so requestrequest in writing, distribute 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 5.9; provided5.09 (and the Depositary may sell, howeverby public or private sale, an amount of the Shares received sufficient to pay its fees and expenses in respect of that no 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 to Owners shall be unreasonably delayed by any action does not require registration under the Securities Act of the Depositary or any of its agents1933. 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 as promptly as practicable, all in the manner and subject to the conditions described in Section 4.14.01. 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.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Skype S.a r.l.), 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, and shall shall, if the Issuer Company shall so request, distribute distribute, as promptly as practicable, to the Owners of outstanding Receipts entitled thereto, in proportion 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, 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 5.9; provided, however, that no . The Depositary may withhold any such distribution to Owners shall be unreasonably delayed by any action of Receipts if it has not received satisfactory assurances from the Depositary Company that such distribution does not require registration under the Securities Act of 1933 or any is exempt from registration under the provisions of its agentssuch 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 4.1; provided, however, that no distribution to Owners pursuant to this Section 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.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Ao Surgutneftegas /Fi), Deposit Agreement (Ao Surgutneftegas /Fi)
Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall if the Issuer shall so request, may distribute to the Owners of outstanding Receipts entitled thereto, as promptly as practicable, 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 5.9; provided, however, that no 5.09. The Depositary may withhold any such distribution to Owners shall be unreasonably delayed by any action of Receipts if it has not received satisfactory assurances from the Depositary Company that such distribution does not require registration under the Securities Act or any is exempt from registration under the provisions of its agentssuch 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 4.14.01. 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.
Appears in 3 contracts
Samples: Deposit Agreement (Buenaventura Mining Co Inc), Deposit Agreement (Buenaventura Mining Co Inc), Deposit Agreement (Buenaventura Mining Co Inc)
Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary maymay and shall, and shall if the Issuer 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 5.9; provided, however, that no 5.09. The Depositary may withhold any such distribution to Owners shall be unreasonably delayed by any action of Receipts if it has not received satisfactory assurances from the Depositary Company that such distribution does not require registration under the Securities Act or any is exempt from registration under the provisions of its agentssuch 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 4.14.01; provided, however, that no distribution to Owners pursuant to this Section, shall be unreasonably delayed by any action of the Depositary. 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.
Appears in 2 contracts
Samples: Deposit Agreement (Sanofi-Aventis), Deposit Agreement (Sanofi Synthelabo Sa)
Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall subject to the terms of the following sentence, the Depository shall, if so requested in writing by the Issuer shall so requestCompany, 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 5.9; provided5.09 (and the Depositary may sell, howeverby public or private sale, an amount of the Shares received sufficient to pay its fees and expenses in respect of that no 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 to Owners shall be unreasonably delayed by any action does not require registration under the Securities Act of the Depositary or any of its agents1933. 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 4.14.01. 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.
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, and shall if the Issuer shall so request, may 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 5.9; provided, however, that no 5.09. The Depositary may withhold any such distribution to Owners shall be unreasonably delayed by any action of Receipts if it has not received satisfactory assurances from the Depositary Company that such distribution does not require registration under the Securities Act or any is exempt from registration under the provisions of its agentssuch 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 4.14.01. 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. 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 and to have agreed to comply with the restrictions on transfer described in the form of legend set forth in Section 2.01 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 of, Shares, the Depositary may, and shall if the Issuer Company shall so request, distribute 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 5.9; provided, however, that no 5.09. The Depositary may withhold any such distribution to Owners shall be unreasonably delayed by any action of Receipts if it has not received satisfactory assurances from the Depositary Company that such distribution does not require registration under the Securities Act of 1933 or any is exempt from registration under the provisions of its agentssuch 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 4.14.01; 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.
Appears in 2 contracts
Samples: Deposit Agreement (Open Joint Stock Co Long Distance & Internat Comm Rostelecom), Deposit Agreement (Open Joint Stock Co Nizhegorodsvyazinform/Adr)
Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary mayshall, and shall if unless otherwise instructed by the Issuer shall so requestIssuer, 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 fees of the Depositary as provided in Section 5.9; 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 4.1. 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. The Depositary will not distribute Shares to Owners unless the Shares are either exempt from registration under the Securities Act of 1933 with respect to a distribution to Owners or are registered under the provisions of such Act. Notwithstanding that there has been no such registration under such Act, the Depositary shall not effect a distribution of Shares unless it has received an opinion from recognized counsel in the United States for the Issuer upon which the Depositary may rely that such distribution of Shares to such Owner is exempt from such registration.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Nice Systems LTD)
Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall if the Issuer Company shall so request, distribute 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 5.9; provided, however, that no 5.09. The Depositary may withhold any such distribution to Owners shall be unreasonably delayed by any action of ADRs if it has not received satisfactory assurances from the Depositary Company that such distribution does not require registration under the Securities Act or any is exempt from registration under the provisions of its agentssuch 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 4.14.01. 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.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Centrica PLC)
Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall if the Issuer shall Company so requestrequests in writing, distribute 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 required by applicable law as provided in Section 4.11 and the after deduction or upon payment of the fees and expenses of the Depositary as provided in Section 5.9; provided5.9 (and the Depositary may sell, howeverby public or private sale, an amount of the Shares received sufficient to pay its fees and expenses in respect of that no 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 to Owners shall be unreasonably delayed by any action does not require registration under the Securities Act of the Depositary or any of its agents1933. 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 4.1. 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.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Avianca Holdings S.A.)
Distributions in Shares. If any distribution upon any in respect of Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall shall, subject to the following sentence, if the Issuer shall Company so requestrequests, 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 5.9; provided, however, that no 5.09. The Depositary may withhold any such distribution to Owners shall be unreasonably delayed by any action of Receipts if it has not received satisfactory assurances from the Depositary Company that such distribution does not require registration under the Securities Act of 1933 or any is exempt from registration under the provisions of its agentssuch 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 4.14.01. 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.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Xinhua Finance LTD)
Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall if the Issuer shall so request, distribute may 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 5.9; provided5.09 and any taxes or other governmental charges (and the Depositary may sell, howeverby public or private sale, an amount of such Shares received sufficient to pay its fees and expenses and any taxes or other governmental charges in respect of that no 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 to Owners shall be unreasonably delayed by any action does not require registration under the Securities Act of the Depositary or any of its agents1933. 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 4.14.01. No distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary. 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.
Appears in 2 contracts
Samples: Deposit Agreement (Edenor), Deposit Agreement (Edenor)
Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall if the Issuer shall so request, distribute may 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 reasonable out-of-pocket expenses of the Depositary as provided in Section 5.9; provided5.09 (and the Depositary may sell, howeverby public or private sale, an amount of the Shares received sufficient to pay its fees and expenses in respect of that no 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 to Owners shall be unreasonably delayed by any action does not require registration under the Securities Act of the Depositary or any of its agents1933. 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 4.14.01. No distributions to Owners pursuant to this Section 4.03 shall be unreasonably delayed by the actions of the Depositary or its agent. 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.
Appears in 2 contracts
Samples: Deposit Agreement (Merrion Pharmaceuticals LTD), Deposit Agreement (Merrion Pharmaceuticals LTD)
Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall subject to the terms of the following sentence, the Depository shall, if so requested in writing by the Issuer shall so requestCompany, 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 after deduction or upon payment of the fees and expenses of the Depositary as provided in Section 5.9; provided5.09 (and the Depositary may sell, howeverby public or private sale, an amount of the Shares received sufficient to pay its fees and expenses in respect of that no 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 to Owners shall be unreasonably delayed by any action does not require registration under the Securities Act of the Depositary or any of its agents1933. 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 4.14.01. 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.
Appears in 2 contracts
Samples: Deposit Agreement (Mazor Robotics Ltd.), 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, may execute and shall if the Issuer shall so request, 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, 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 fees of the Depositary as provided in Section 5.9; provided, however, that no 5.09. The Depositary may withhold any such distribution to Owners shall be unreasonably delayed by any action if it has not received adequate assurances from the Company that such distribution does not require registration under the Securities Act of the Depositary or any of its agents1933. 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 4.14.01 or take such other action, with the approval of the Company, 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.
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, and shall if the Issuer shall Company so requestrequests, distribute 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 5.9; provided, however, that no 5.09. The Depositary may withhold any such distribution to Owners shall be unreasonably delayed by any action of Receipts if it has not received satisfactory assurances from the Depositary Company that such distribution does not require registration under the Securities Act of 1933 or any is exempt from registration under the provisions of its agentssuch 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 4.14.01. 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.
Appears in 1 contract
Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall if the Issuer Company shall so request, distribute deliver, 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 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 5.9; provided5.09 (and the Depositary may sell, howeverby public or private sale, an amount of the Shares received sufficient to pay its fees and expenses in respect of the distribution). The Depositary may withhold any such delivery of American Depositary Shares if it has not received satisfactory assurances from the Company that no such distribution to Owners shall be unreasonably delayed by any action does not require registration under the Securities Act of the Depositary or any of its agents1933. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall will 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 4.14.01; provided, further, 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 distributeddelivered, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.
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, and shall if the Issuer shall Company 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 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 5.9; provided5.09 (and the Depositary may sell, howeverby public or private sale, that no such distribution to Owners shall be unreasonably delayed by any action an amount of the Shares received sufficient to pay its fees and expenses in respect of that dividend or 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 dividend or any distribution does not require registration under the Securities Act of its agents1933. 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 4.14.01. 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.
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 the Company makes a dividend in, or free distribution of, SharesShares in respect of Deposited Securities, the Depositary may, and shall if the Issuer shall so request, distribute may 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 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 5.9; provided, however, that no such distribution to Owners shall be unreasonably delayed by any action of the Depositary or any of its agents5.09. 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 4.14.01. Notwithstanding the foregoing, no delivery to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary. 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.
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, and shall if the Issuer 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 5.9; provided, however, that no . The Depositary may withhold any such distribution to Owners shall be unreasonably delayed by any action of Receipts if it has not received satisfactory assurances from the Depositary Company that such distribution does not require registration under the Securities Act or any is exempt from registration under the provisions of its agentssuch 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 4.1. 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.
Appears in 1 contract
Samples: Deposit Agreement (Tianjin Capital Environmental Protection 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, and shall shall, if the Issuer Company shall so request, distribute 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 5.9; provided, however, that no 5.09. The Depositary may withhold any such distribution to Owners shall be unreasonably delayed by any action of Receipts if it has not received satisfactory assurances from the Depositary Company that such distribution does not require registration under the Securities Act of 1933 or any is exempt from registration under the provisions of its agentssuch 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 4.14.01; 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 additional-Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.
Appears in 1 contract
Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall if the Issuer shall so request, may 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 5.9; provided5.09. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company, howeverafter having requested such assurances from the Company, that no such distribution to Owners shall be unreasonably delayed by any action does not require registration under the Securities Act of 1933 or is exempt from registration under the Depositary or any provisions of its agentssuch Act.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 4.14.01. 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.
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, and shall if following consultation with the Issuer shall so requestCompany, distribute deliver as promptly as reasonably 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 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 5.9; provided5.9 (and the Depositary may sell, howeverby public or private sale, an amount of the Shares received sufficient to pay its fees and expenses in respect of that no 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 to Owners shall be unreasonably delayed by any action does not require registration under the Securities Act of the Depositary or any of its agents1933. 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 4.1. 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.
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, and shall and, if the Issuer shall Company so requestrequests in writing, distribute shall, as promptly as practicable and subject to the following sentence, 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 5.9; provided5.09 (and the Depositary may sell, howeverby public or private sale, an amount of the Shares received sufficient to pay its fees and expenses in respect of that no 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 to Owners shall be unreasonably delayed by any action does not require registration under the Securities Act of the Depositary or any of its agents1933. 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 4.14.01. 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.
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, with the Company’s approval, and shall shall, if the Issuer shall Company so requestrequests, 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 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 fees and expenses of the Depositary as provided in Section 5.9; provided, however, that no 5.09. The Depositary may withhold any such distribution to Owners shall be unreasonably delayed by any action of Receipts if it has not received reasonably satisfactory assurances from the Depositary Company that such distribution does not require registration under the Securities Act of 1933 or any is exempt from registration under the provisions of its agentssuch 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 4.14.01. 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.
Appears in 1 contract
Samples: Deposit Agreement (Arcelor)
Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary maymay and shall, and shall if the Issuer 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 5.9; provided, however, that no . The Depositary may withhold any such distribution to Owners shall be unreasonably delayed by any action of Receipts if it has not received satisfactory assurances from the Depositary Company that such distribution does not require registration under the Securities Act or any is exempt from registration under the provisions of its agentssuch 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 4.1; provided, however, that no distribution to Owners pursuant to this Section, shall be unreasonably delayed by any action of the Depositary. 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.
Appears in 1 contract
Samples: Deposit Agreement (Sanofi-Aventis)
Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall shall, subject to the two following sentences, if the Issuer shall Company so requestrequests in writing, distribute 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 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 after deduction or upon payment of the fees and expenses of the Depositary as provided in Section 5.9; provided5.09 (and the Depositary may sell, howeverby public or private sale, an amount of the Shares received that no is sufficient to pay its fees and expenses in respect of that distribution as provided in Section 5.09). The Depositary may withhold any such delivery of American Depositary Shares if it has not received satisfactory assurances from the Company that such distribution to Owners shall be unreasonably delayed by any action does not require registration under the Securities Act of the Depositary or any of its agents1933. 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 4.14.01. 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.
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 maymay deliver, and shall if the Issuer shall so requestas 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 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 5.9; provided5.9 (and the Depositary may sell, howeverby public or private sale, an amount of the Shares received sufficient to pay its fees and expenses in respect of that no 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 to Owners shall be unreasonably delayed by any action does not require registration under the Securities Act of the Depositary or any of its agents1933. 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 4.1. 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.
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, and shall shall, if the Issuer Company shall so request, distribute 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 5.9; provided, however, that no 5.09. The Depositary may withhold any such distribution to Owners shall be unreasonably delayed by any action of Receipts if it has not received satisfactory assurances from the Depositary Company that such distribution does not require registration under the Securities Act of 1933 or any is exempt from registration under the provisions of its agentssuch 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 4.14.01, 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.
Appears in 1 contract
Samples: Deposit Agreement (O a O Tatneft)
Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall shall, if the Issuer Company shall so requestrequest in writing, distribute 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 5.9; provided5.09 (and the Depositary may sell, howeverby public or private sale, an amount of the Shares received sufficient to pay its fees and expenses in respect of that no 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 to Owners shall be unreasonably delayed by any action does not require registration under the Securities Act of the Depositary or any of its agents1933. 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 delayas promptly as practicable, all in the manner and subject to the conditions described in Section 4.14.01. 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.
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, and shall if the Issuer shall Company so requestrequests, distribute 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 5.9; provided, however, that no 5.09. The Depositary may withhold any such distribution to Owners shall be unreasonably delayed by any action of Receipts if it has not received satisfactory assurances from the Depositary Company that such distribution does not require registration under the Securities Act of 1933 or any is exempt from registration under the provisions of its agentssuch 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 4.14.01. 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.
Appears in 1 contract
Samples: Deposit Agreement (Crucell Nv)
Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall if the Issuer Company shall so request, distribute 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 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 and expenses of the Depositary as provided in Section 5.9; provided, however, that no 5.09. The Depositary may withhold any such distribution to Owners shall be unreasonably delayed by any action of Receipts if it has not received satisfactory assurances from the Depositary Company that such distribution does not require registration under the Securities Act of 1933 or any is exempt from registration under the provisions of its agentssuch 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 4.14.01; provided, however, that no distribution to Owners pursuant to this Section 4.03 shall be unreasonably delayed by any action of the Depositary of 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.
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, and shall shall, if the Issuer Company shall so requestrequest in writing, distribute 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 5.9; provided5.09 (and the Depositary may sell, howeverby public or private sale, an amount of the Shares received sufficient to pay its fees and expenses in respect of that no 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 to Owners shall be unreasonably delayed by any action does not require registration under the Securities Act of the Depositary or any of its agents1933. 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 4.14.01. 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.
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, after consultation with the Company to the extent practicable, and shall if the Issuer 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 5.9; 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 any is exempt from registration under the provisions of its agentssuch 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 4.14.01. 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.
Appears in 1 contract
Distributions in Shares. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may, and shall if the Issuer shall so request, may 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 5.9; provided5.09 (and the Depositary may sell, howeverby 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, after having requested such assurances from the Company, that no such distribution to Owners shall be unreasonably delayed by any action does not require registration under the Securities Act of the Depositary or any of its agents1933. 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 4.14.01. 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.
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, and shall shall, to the extent practicable, if the Issuer shall Company so requestrequests it, distribute 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 5.9; provided5.9 (and the Depositary may sell, howeversubject to applicable law, by public or private sale, an amount of the Shares received sufficient to pay its fees and expenses in respect of that no 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 to Owners shall be unreasonably delayed by any action does not require registration under the Securities Act of the Depositary or any of its agents1933. 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 4.1. 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.
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, and shall if the Issuer shall so request, distribute may 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 5.9; provided5.09 (and the Depositary may sell, howeverby public or private sale, an amount of the Shares received sufficient to pay its fees and expenses in respect of that no 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. For the avoidance of doubt, the provision of a legal opinion to Owners such effect by reputable US legal counsel shall be unreasonably delayed by any action of the Depositary or any of its agentsconstitute adequate assurances. 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 4.14.01. 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.
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, in or free distribution of, of Shares, the Depositary mayshall, and shall only if the Issuer shall so requestrequests, 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 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 5.9; provided5.09 (and the Depositary may sell, howeverby public or private sale, an amount of the Shares received sufficient to pay its fees and expenses in respect of that no distribution). The Depositary may withhold any such delivery of American Depositary Shares if it has not received reasonably satisfactory assurances from the Issuer that such distribution to Owners shall be unreasonably delayed by any action does not require registration under the Securities Act of the Depositary or any of its agents1933. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall may sell the amount number of Shares represented by the aggregate of such fractions and distribute the net proceeds, all proceeds as in the manner and subject to the conditions described case of a cash distribution in accordance with Section 4.14.01. If additional Receipts or cash in lieu thereof are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby, and the Depositary shall give written notice to all Owners to such effect.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)