Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. (b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary and (ii) net of any taxes and/or other governmental charges. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and other governmental charges applicable to the distribution. (c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 128 contracts
Samples: Deposit Agreement (Radiopharm Theranostics LTD), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (WeRide Inc.)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefromcircumstances.
Appears in 115 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 98 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary and (ii) net of any taxes and/or other governmental charges. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 42 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Hailiang Education Group Inc.), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSsHolders. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSsHolders, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargescharges withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 41 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any applicable taxes and/or other governmental chargesrequired to be withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 32 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any applicable taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 28 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received reasonably satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of reasonably satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive reasonably satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 22 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (QuantaSing Group LTD), Deposit Agreement (QuantaSing Group LTD)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or and other governmental chargescharges withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 16 contracts
Samples: Deposit Agreement (New Oriental Education & Technology Group Inc.), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Joint Stock Co Sitronics)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSsHolders. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSsHolders, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or and other governmental chargescharges withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofSection
4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 15 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Morria Biopharmaceuticals PLC)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofSection
4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefromcircumstances.
Appears in 14 contracts
Samples: Deposit Agreement, Deposit Agreement, Deposit Agreement (ROWAN COMPANIES LTD)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefromcircumstances.
Appears in 10 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be responsible for nominal (i) any failure to determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 10 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or and other governmental chargescharges withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofSection
4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 9 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Longtop Financial Technologies LTD), Deposit Agreement (New Oriental Education & Technology Group Inc.)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary and (ii) net of any taxes and/or other governmental charges. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 9 contracts
Samples: Deposit Agreement (Trivago N.V.), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Travel B.V.)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSsHolders. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSsHolders, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargescharges withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofSection
4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 8 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Bioceres S.A.), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargesrequired to be withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefromcircumstances.
Appears in 7 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Innocoll AG), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof of the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) . Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any applicable taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) . If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof of the Deposit Agreement, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofof the Deposit Agreement. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances. Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in Section 4.5 of the Deposit Agreement available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 7 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Mereo Biopharma Group PLC), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be responsible for nominal (i) any failure to determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any foreign exchange exposure or loss incurred in connection with the sale or disposal of such property.
Appears in 6 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Reed Elsevier Nv), Deposit Agreement (Reed Elsevier Nv)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof of the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) . Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) . If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof of the Deposit Agreement, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofof the Deposit Agreement. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances. Neither the Depositary nor the Company shall be responsible for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in Section 4.5 of the Deposit Agreement available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 6 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary and (ii) net of any taxes and/or and other governmental charges. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or and governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 6 contracts
Samples: Deposit Agreement (Duoyuan Global Water Inc.), Deposit Agreement (CDC Software CORP), Deposit Agreement (Duoyuan Global Water Inc.)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 6 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any applicable taxes and/or other governmental chargesrequired to be withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargesapplicable taxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.1. The Depositary will consult with the Company, to the extent practicable, as to the timing and manner of the sale of such property and may enter into separate agreements with the Company or third parties to effect such sale. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 5 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 thirty (30) days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory the documentation within contemplated in the terms of Section 5.7 hereof Deposit Agreement, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) . Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) . If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof of the Deposit Agreement, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms hereof and of Section 4.1 hereofthe Deposit Agreement. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances. Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in Section 4.5 of the Deposit Agreement available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 5 contracts
Samples: Deposit Agreement (Azul Sa), Deposit Agreement (Azul Sa), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 thirty (30) days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 5 contracts
Samples: Deposit Agreement (Azul Sa), Deposit Agreement (Azul Sa), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received reasonably satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined determined, after consultation with the Company, that such distribution is lawful and reasonably practicable.
(b) Upon receipt of reasonably satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive reasonably satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines determines, after consultation with the Company, that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall (i) cause the proceeds of such sale, if in a Foreign Currency, to be converted into Dollars and (ii) distribute the net proceeds, if any, proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be responsible for nominal (i) any failure to determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 5 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received reasonably satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined determined, after consultation with the Company, that such distribution is lawful and reasonably practicable.
(b) Upon receipt of reasonably satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive reasonably satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall (i) cause the proceeds of such sale, if in a Foreign Currency, to be converted into Dollars and (ii) distribute the net proceeds, if any, proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be responsible for nominal (i) any failure to determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners in general or any Holder in particular, nor (ii) any foreign exchange exposure or loss incurred in connection with the sale or disposal of such property. The Depositary shall have no rights thereto not be responsible for the content of any materials forwarded to the Holders on behalf of the Company in connection with the distribution or arising therefromsale of such property.
Appears in 5 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (BHP Billiton LTD), Deposit Agreement (British American Tobacco p.l.c.)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of reasonably satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 5 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Lixiang Education Holding Co . LTD)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSsHolders. Upon receipt of a notice from the Company indicating that the Company wishes such distribution be made to Holders of ADSsHolders, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of contemplated by Section 5.7 hereof and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary and (ii) net of any taxes and/or other governmental charges. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 5 contracts
Samples: Deposit Agreement (Wanda Sports Group Co LTD), Deposit Agreement (Wanda Sports Group Co LTD), Deposit Agreement (Wanda Sports Group Co LTD)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld as a result of the distribution. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or and (b) taxes withheld as a division or Affiliate(s) result of the Depositary and taxes and/or governmental chargessale) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 5 contracts
Samples: Deposit Agreement (Nanobiotix S.A.), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined determined, after consultation with the Company, that such distribution is lawful and reasonably practicable.
(b) Upon receipt of reasonably satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive reasonably satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 5 contracts
Samples: Deposit Agreement (Amryt Pharma PLC), Deposit Agreement (Amryt Pharma PLC), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received reasonably satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined determined, upon consultation with the Company, that such distribution is lawful and reasonably practicable.
(b) Upon receipt of reasonably satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive reasonably satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any foreign exchange exposure or loss incurred in connection with the sale or disposal of such property.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Woodside Petroleum LTD), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution property other than cash, Eligible Securities or rights to purchase additional Eligible Securities, to be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory the documentation within contemplated in the terms of Section 5.7 hereof Deposit Agreement, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) . Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) . If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof of the Deposit Agreement, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms hereof and of Section 4.1 hereofthe Deposit Agreement. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances. Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in Section 4.5 of the Deposit Agreement available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 4 contracts
Samples: Deposit Agreement (ASE Technology Holding Co., Ltd.), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Advanced Semiconductor Engineering Inc)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares Eligible Securities or rights to purchase additional SharesEligible Securities, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 4 contracts
Samples: Deposit Agreement (ASE Technology Holding Co., Ltd.), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof in advance of such distribution to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall provide reasonable assistance to the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received reasonably satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of reasonably satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record DateDate established for such distribution pursuant to Section 4.9, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive reasonably satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall (i) cause the proceeds of such sale, if in a Foreign Currency, to be converted into Dollars and (ii) distribute the net proceeds, if any, proceeds of such sale and conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefromcircumstances.
Appears in 4 contracts
Samples: Deposit Agreement, Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Unilever PLC)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances for nominal circumstances.
(d) Neither the Depositary nor the Company shall be liable or no consideration and (i) any failure to accurately determine whether it is lawful or practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received reasonably satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined determined, upon consultation with the Company, that such distribution is lawful and reasonably practicable.
(b) Upon receipt of reasonably satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive reasonably satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be responsible for nominal (i) any failure to determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any foreign exchange exposure or loss incurred in connection with the sale or disposal of such property.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Woodside Petroleum LTD), Deposit Agreement (Woodside Petroleum LTD)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of reasonably satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any applicable taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (LianBio)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargesrequired to be withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be responsible for nominal (i) any failure to determine whether it is lawful or no consideration and reasonably practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (BeiGene, Ltd.), Deposit Agreement (BeiGene, Ltd.)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be liable for nominal (i) failing to accurately determine the lawfulness or no consideration and Holders and Beneficial Owners shall have no rights thereto practicability of the distribution of property contemplated in this Section 4.5, nor (ii) any loss incurred in connection with the sale or arising therefromdisposal of such property.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Gridsum Holding Inc.), Deposit Agreement (Gridsum Holding Inc.)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and reasonable expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and reasonable expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefromcircumstances.
Appears in 4 contracts
Samples: Deposit Agreement (Camelot Information Systems Inc.), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSsHolders. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSsHolders, the Depositary shall determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of such satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargescharges withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof hereof, or (iii) the Depositary determines that all or a portion of such distribution is not lawful or reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 3 contracts
Samples: Deposit Agreement (Amec PLC), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Amec PLC)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may reasonably deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any applicable taxes and/or other governmental chargesrequired to be withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem reasonably practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment of or net of the applicable fees and charges of, and expenses incurred by, the Depositary and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental chargeswithheld) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefromcircumstances.
Appears in 3 contracts
Samples: Deposit Agreement (Elan Corp PLC), Deposit Agreement (Elan Corp PLC), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or and other governmental chargescharges withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofSection
4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 3 contracts
Samples: Deposit Agreement (Invitel Holdings a/S), Deposit Agreement (Invitel Holdings a/S), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received reasonably satisfactory documentation within the terms of Section 5.7 hereof of the Deposit Agreement, and (iii) the Depositary shall have determined determined, in consultation with the Company, that such distribution is lawful and reasonably practicable.
(b) . Upon receipt of reasonably satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary Depositary, in consultation with the Company, may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any applicable taxes and/or other governmental chargesrequired to be withheld or paid. The Depositary Depositary, in consultation with the Company, may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) . If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive reasonably satisfactory documentation within the terms of Section 5.7 hereof of the Deposit Agreement, or (iii) the Depositary Depositary, in consultation with the Company, determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to shall, in consultation with the Company, sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division and (b) applicable taxes required to be withheld or Affiliate(s) of the Depositary and taxes and/or governmental chargespaid) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofof the Deposit Agreement. If the Depositary is unable to sell such property, the Depositary Depositary, in consultation with the Company, may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances. Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in Section 4.5 of the Deposit Agreement available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Teva Pharmaceutical Industries LTD), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSsHolders. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSsHolders, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or and other governmental chargescharges withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 3 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received reasonably satisfactory documentation within the terms of Section 5.7 hereof of the Deposit Agreement, and (iii) the Depositary shall have determined determined, after consultation with the Company, that such distribution is lawful and reasonably practicable.
(b) . Upon receipt of reasonably satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) . If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive reasonably satisfactory documentation within the terms of Section 5.7 hereof of the Deposit Agreement, or (iii) the Depositary determines determines, after consultation with the Company, that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall (i) cause the proceeds of such sale, if in a Foreign Currency, to be converted into Dollars and (ii) distribute the net proceeds, if any, proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofof the Deposit Agreement. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances. Neither the Depositary nor the Company shall be responsible for nominal (i) any failure to determine whether it is lawful or no consideration and practicable to make the property described in Section 4.5 of the Deposit Agreement available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 3 contracts
Samples: Common Shares Deposit Agreement (Citibank,N.A./ADR), Preferred Shares Deposit Agreement (Citibank,N.A./ADR), Common Shares Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever If ever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof hereof, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record DateDate (established upon the terms described in Section 4.10 hereof), in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any applicable taxes required to be withheld and/or other governmental chargespaid. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof hereof, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 3 contracts
Samples: Warrant Amendment Agreement (Gores Guggenheim, Inc.), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have reasonably and timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or and other governmental charges. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofSection
4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 3 contracts
Samples: Deposit Agreement (China Distance Education Holdings LTD), Deposit Agreement (China Distance Education Holdings LTD), Deposit Agreement (China Distance Education Holdings LTD)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be responsible for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (China Rapid Finance LTD), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSsHolders. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSsHolders, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargescharges withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or any other governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 3 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Midatech Pharma PLC)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof of the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) . Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) . If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof of the Deposit Agreement, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofof the Deposit Agreement. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances. Neither the Depositary nor the Company shall be responsible for nominal (i) any failure to determine whether it is lawful or no consideration and practicable to make the property described in Section 4.5 of the Deposit Agreement available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Amended and Restated Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof of the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution is reasonably practicable. Upon satisfaction of such conditions, the Depositary shall determine whether such distribution to Holders is lawful and reasonably practicable.
. The Depositary shall not make such distribution unless (bi) Upon receipt of satisfactory documentation and the request of the Company shall have requested the Depositary to distribute property make such distribution to Holders Holders, (ii) the Depositary shall have received the documentation contemplated in the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution is reasonably practicable. Upon satisfaction of ADSs and after making the requisite determinations set forth in (a) abovesuch conditions, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any applicable taxes and/or other governmental chargesrequired to be withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) . If (i) the Company does conditions above are not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblesatisfied, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms hereof and of Section 4.1 hereofof the Deposit Agreement. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances. Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in Section 4.5 of the Deposit Agreement available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 3 contracts
Samples: Deposit Agreement (Nightstar Therapeutics PLC), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Nightstar Therapeutics LTD)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any applicable taxes and/or other governmental chargesrequired to be withheld or to be paid. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Stealth BioTherapeutics Corp), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargesrequired to be withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be responsible for nominal (i) any failure to determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof hereof, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record DateDate (established upon the terms described in Section 4.9 hereof), in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof hereof, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefromcircumstances.
Appears in 3 contracts
Samples: Ads Deposit Agreement (Citibank,N.A./ADR), Ads Deposit Agreement (Air France-KLM /Fi), Ads Deposit Agreement (Air France /Fi)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received reasonably satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined determined, after consultation with the Company, that such distribution is lawful and reasonably practicable.
(b) Upon receipt of reasonably satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive reasonably satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines determines, after consultation with the Company, that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall (i) cause the proceeds of such sale, if in a Foreign Currency, to be converted into Dollars and (ii) distribute the net proceeds, if any, proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be responsible for nominal (i) any failure to determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 3 contracts
Samples: Common Shares Deposit Agreement (Citibank,N.A./ADR), Preferred Shares Deposit Agreement (Citibank,N.A./ADR), Common Shares Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution distribution
(i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or and other governmental chargescharges withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof,
4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 3 contracts
Samples: Deposit Agreement, Deposit Agreement, Deposit Agreement
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may may, after consultation with the Company, dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefromcircumstances.
Appears in 3 contracts
Samples: Deposit Agreement (Petrobras Energia S.A.), Deposit Agreement (Petrobras Energ?a S.A.), Deposit Agreement (Petrobras Energia S.A.)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and reasonable expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and reasonable expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofSection
4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefromcircumstances.
Appears in 3 contracts
Samples: Deposit Agreement (Focus Media Holding LTD), Deposit Agreement (Focus Media Holding LTD), Deposit Agreement (Focus Media Holding LTD)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof of the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) . Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) . If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof of the Deposit Agreement, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofof the Deposit Agreement. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances for nominal circumstances. Neither the Depositary nor the Company shall be liable or no consideration and (i) any failure to accurately determine whether it is lawful or practicable to make the property described in Section 4.5 of the Deposit Agreement available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.practicable to make the property described in this
Appears in 3 contracts
Samples: Deposit Agreement (9F Inc.), Deposit Agreement (RYB Education, Inc.), Deposit Agreement (RYB Education, Inc.)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof of the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) . Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) . If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof of the Deposit Agreement, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms hereof and of Section 4.1 hereofof the Deposit Agreement. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances. Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in Section 4.5 of the Deposit Agreement available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 3 contracts
Samples: Deposit Agreement (Loma Negra Compania Industrial Argentina Sociedad Anonima), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Loma Negra Compania Industrial Argentina Sociedad Anonima)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received reasonably satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined determined, in consultation with the Company, that such distribution is lawful and reasonably practicable.
(b) Upon receipt of reasonably satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary Depositary, in consultation with the Company, may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any applicable taxes and/or other governmental chargesrequired to be withheld or paid. The Depositary Depositary, in consultation with the Company, may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive reasonably satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary Depositary, in consultation with the Company, determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to shall, in consultation with the Company, sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division and (b) applicable taxes required to be withheld or Affiliate(s) of the Depositary and taxes and/or governmental chargespaid) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary Depositary, in consultation with the Company, may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Teva Pharmaceutical Industries LTD), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargesrequired to be withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 3 contracts
Samples: Deposit Agreement (I-Mab), Deposit Agreement (I-Mab), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or and other governmental chargescharges withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofSection
4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 3 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record DateDate (upon the terms described in Section 4.9), in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofSection
4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefromcircumstances.
Appears in 2 contracts
Samples: Deposit Agreement (Shinhan Financial Group Co LTD), Deposit Agreement (Shinhan Financial Group Co LTD)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof of the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) . Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any applicable taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof of the Deposit Agreement, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofof the Deposit Agreement. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances. Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in Section 4.5 of the Deposit Agreement available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall shall, after consultation with the Company, have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of reasonably satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall, as promptly as possible, distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem reasonably practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem reasonably practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary Depositary, after consultation with the Company, determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper reasonably practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be responsible for nominal (i) any failure to determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any foreign exchange exposure or loss incurred in connection with the sale or disposal of such property.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or and other governmental chargescharges withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 2 contracts
Samples: Deposit Agreement (Sirius Exploration PLC), Deposit Agreement (Game Group PLC)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, subject to the laws of England and Wales, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSsHolders. Upon timely receipt of a notice from the Company indicating that the Company wishes such distribution be made to Holders of ADSsHolders, the Depositary shall shall, upon consultation with the Company if practicable, determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargescharges withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofSection
4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 2 contracts
Samples: Deposit Agreement (Micro Focus International PLC), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof hereof, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary and (ii) net of any taxes and/or other governmental charges. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof hereof, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Zuoan Fashion LTD)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargesrequired to be withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s(in each case as provided in Section 5.9 and Exhibit B) of the Depositary and taxes and/or governmental charges(b) taxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefromcircumstances.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account and benefit of the Holders in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefromcircumstances.
Appears in 2 contracts
Samples: Deposit Agreement (CPFL Energy INC), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares Eligible Securities or rights to purchase additional SharesEligible Securities, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be responsible for nominal (i) any failure to determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall establish an ADS Record Date (upon the terms described in Section 4.9) and distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute establish an ADS Record Date (upon the net proceedsterms described in Section 4.9) and (i) cause the proceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofSection
4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances for nominal or no consideration and shall establish an ADS Record Date (upon the terms described in Section 4.9) and (i) cause the proceeds, if any, from such disposition to be converted into Dollars and (ii) distribute the proceeds of such conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) to the Holders and Beneficial Owners shall have no rights thereto or arising therefromas of the ADS Record Date upon the terms of Section 4.1.
Appears in 2 contracts
Samples: Deposit Agreement (Tata Motors LTD/Fi), Deposit Agreement (Tata Motors LTD/Fi)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargesrequired to be withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofor
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be responsible for nominal (i) any failure to determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 2 contracts
Samples: Deposit Agreement (Galapagos Nv), Deposit Agreement (DBV Technologies S.A.)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof hereof, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof hereof, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefromcircumstances.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Acorn International, Inc.)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargesrequired to be withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental charges(other than any Excluded Taxes)) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be responsible for nominal (i) any failure to determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or and other governmental chargescharges withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofthe
4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 2 contracts
Samples: Deposit Agreement (Himax Technologies, Inc.), Deposit Agreement (Melco PBL Entertainment (Macau) LTD)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any applicable taxes and/or other governmental chargesrequired to be withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.1. The Depositary will consult, to the extent practicable, with the Company as to the timing and manner of the sale of such rights and may enter into separate agreements with the Company (to the extent lawful) or third parties to effect such sale. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 2 contracts
Samples: Deposit Agreement (Vesta Real Estate Corporation, S.A.B. De C.V.), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld as a result of the distribution. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or and (b) applicable taxes withheld as a division or Affiliate(s) result of the Depositary and taxes and/or governmental chargessale) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be responsible for nominal (i) any failure to determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 2 contracts
Samples: Deposit Agreement (Cellectis S.A.), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 2 contracts
Samples: Deposit Agreement (Loma Negra Compania Industrial Argentina Sociedad Anonima), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(ba) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargescharges withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and and/or other governmental charges applicable to the distribution.
(cb) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofdoes
4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 2 contracts
Samples: Deposit Agreement (BCD Semiconductor Manufacturing LTD), Deposit Agreement (BCD Semiconductor Manufacturing LTD)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSsHolders. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSsHolders, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargescharges withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any applicable taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.practicable to make the property described in this
Appears in 2 contracts
Samples: Deposit Agreement (Molecular Partners Ag), Deposit Agreement (Molecular Partners Ag)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or and other governmental chargescharges withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofSection
4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 2 contracts
Samples: Deposit Agreement (WNS (Holdings) LTD), Deposit Agreement (WNS (Holdings) LTD)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof of the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) . Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof of the Deposit Agreement, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofof the Deposit Agreement. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances for nominal circumstances. Neither the Depositary nor the Company shall be liable or no consideration and (i) any failure to accurately determine whether it is lawful or practicable to make the property described in Section 4.5 of the Deposit Agreement available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary as provided in Exhibit B hereto, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sas contemplated in Exhibit B hereto and (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefromcircumstances.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Sify Technologies LTD)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary and (ii) net of any taxes and/or and/ or other governmental charges. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 2 contracts
Samples: Deposit Agreement, Deposit Agreement
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon The Depositary shall, upon receipt of a notice indicating that the Company wishes such distribution to be made to Holders of ADSs, consult with the Depositary Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory the documentation within contemplated in the terms of Section 5.7 hereof Deposit Agreement, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) . Upon receipt of reasonably satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) . If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive reasonably satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms hereof and of Section 4.1 hereofthe Deposit Agreement. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances. Neither the Depositary nor the Company shall be liable for nominal (i) any failure to accurately determine whether it is lawful or no consideration and practicable to make the property described in Section 4.5 of the Deposit Agreement available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon pursuant to the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefromcircumstances.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Xunlei LTD)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSsHolders. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSsHolders, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary and (ii) net of any taxes and/or other governmental chargescharges withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofSection
4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 2 contracts
Samples: Deposit Agreement (Hutchison China MediTech LTD), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofSection
4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefromcircumstances.
Appears in 2 contracts
Samples: Deposit Agreement (58.com Inc.), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received reasonably satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined determined, upon consultation with the Company, that such distribution is lawful and reasonably practicable.
(b) Upon receipt of reasonably satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive reasonably satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefromcircumstances.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary as specified in Section 5.9, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sas specified in Section 5.9 and (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be responsible for nominal (i) any failure to determine whether it is lawful or no consideration and practicable to make the property described in this Section 4.5 available to Holders and Beneficial Owners shall have no rights thereto in general or arising therefromany Holders in particular, nor (ii) any loss incurred in connection with the sale or disposal of such property.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSsHolders. Upon receipt of a notice from the Company indicating that the Company wishes such distribution be made to Holders of ADSsHolders, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargescharges withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary taxes and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereofSection
4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 2 contracts
Samples: Deposit Agreement (Vodafone Group Public LTD Co), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof 5.7, and (iii) the Depositary shall have determined determined, upon consultation with the Company, that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation pursuant to Section 5.7 and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record record, as of the ADS Record Date, in proportion to the number of ADSs held by such Holders them respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary Depositary, and (ii) net of any taxes and/or other governmental chargeswithheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and or other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof 5.7, or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasiblepracticable, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper practicable and shall distribute (i) cause the net proceedsproceeds of such sale, if any, to be converted into Dollars and (ii) distribute the proceeds of such sale conversion received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(sand (b) of the Depositary and taxes and/or governmental chargestaxes) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof4.
1. If the Depositary is unable to sell such property, the Depositary may dispose of such property for the account of the Holders in any way it deems reasonably practicable under the circumstances circumstances.
(d) Neither the Depositary nor the Company shall be responsible for nominal (i) any failure to determine that it may be lawful or no consideration and practicable to make such distributions available to Holders and Beneficial Owners in general or any Holders in particular, nor (ii) any foreign exchange exposure or loss incurred in connection with such sale, or exercise. The Depositary shall have no rights thereto not be responsible for the content of any materials forwarded to the Holders on behalf of the Company in connection with the distribution or arising therefromsale of such property.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Sumitomo Mitsui Financial Group, Inc.)
Distributions Other Than Cash, Shares or Rights to Purchase Shares. (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable.
(b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may shall distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary and (ii) net of any taxes and/or other governmental charges. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and other governmental charges applicable to the distribution.
(c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.
Appears in 2 contracts
Samples: Deposit Agreement (Unilever International Holdings N.V.), Deposit Agreement (Unilever International Holdings N.V.)