Common use of Distributions Other Than Cash, Shares or Rights Clause in Contracts

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 33 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Noah Education Holdings Ltd.)

AutoNDA by SimpleDocs

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 25 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Alumina LTD), Deposit Agreement (Africa Israel Investments LTD)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 23 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.14.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable lawsas promptly as practicable, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may may, after consultation with the Company, adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09 and any expenses in connection with such sale) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse cash pursuant to effect any Section 4.01; provided, however, no distribution of securities under to Owners pursuant to this Section 4.2 unless it has received an opinion 4.02 shall be unreasonably delayed by any action of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Actor any of its agents.

Appears in 20 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections Section 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 9 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may may, after consultation with the Issuer, adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto thereto, all in the manner and subject to the conditions described in Section 4.1, as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 8 contracts

Samples: Deposit Agreement (Enviromission LTD), Deposit Agreement (Millepede International LTD), Deposit Agreement (Neptune Marine Services LTD)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 8 contracts

Samples: Deposit Agreement (Ctrip Com International LTD), Deposit Agreement (Ctrip Com International LTD), Deposit Agreement (Ctrip Com International LTD)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.14.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 7 contracts

Samples: Deposit Agreement (Sinopec Shanghai Petrochemical Co LTD), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Grupo Financiero Galicia Sa)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.14.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them them, respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 7 contracts

Samples: Deposit Agreement (Pan Sino International Holding LTD), Deposit Agreement (Artel Solutions Group Holdings LTD), Deposit Agreement (Beijing Beida Jade Bird Universal Sci-Tech CO LTD)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt adopt, after Consultation with the Issuer when reasonably practicable, such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 5 contracts

Samples: Deposit Agreement (Smith & Nephew PLC), Deposit Agreement (Smith & Nephew PLC), Deposit Agreement (Bank of New York / Adr Division)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.14.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory manner and subject to the Depositary that the distribution does not require registration under the Securities Actconditions described in Section 4.01.

Appears in 5 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Cue Energy Resources Limited/Fi), Deposit Agreement (Norwood Abbey LTD)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners Holders entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the reasonable opinion of the Depositary such distribution cannot be made proportionately among the Owners Holders entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners Holders or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners Holders entitled thereto as thereto, all in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory manner and subject to the Depositary that the distribution does not require registration under the Securities Actconditions described in Section 4.01.

Appears in 5 contracts

Samples: Deposit Agreement (Chunghwa Telecom Co LTD), Deposit Agreement (Chunghwa Telecom Co LTD), Deposit Agreement (Chunghwa Telecom Co LTD)

Distributions Other Than Cash, Shares or Rights. Subject to the applicable provisions of Section 4.11 and Section 5.9this Deposit Agreement, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1cash, 4.3 Shares or 4.4rights to subscribe for additional Shares, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed as promptly as practicable to the Owners entitled thereto, thereto (after deduction or upon payment of any taxes or other governmental charges and any fees and expenses of the Depositary as provided in subsection 5.09(6) or any taxes or other governmental charges5.09(7), as the case may be) in proportion to the number of American Depositary Shares representing such Deposited Securities held by them them, respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, including any securities law requirement or any requirement that the Company or the Depositary or the Custodian withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Ownerstaxes) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, including the sale (at public or private sale sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect need not make any distribution of securities under this Section 4.2 4.02 unless it has received an opinion of United States recognized U.S. counsel for the Company that is satisfactory Company, addressed to the Depositary Depositary, to the effect that the distribution does not require may be made without registration of the securities under the Securities ActAct of 1933 or that a registration statement is in effect under that Act that covers the distribution.

Appears in 5 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed as promptly as practicable to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be lawful or feasible, the Depositary may may, after Consultation with the Issuer, adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 5 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may may, after consultation with the Issuer, adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions described in cashSection 4.1. The Depositary may refuse to effect any distribution sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory sufficient to the Depositary pay it fees and expenses in respect of that the distribution does not require registration under the Securities Actdistribution.

Appears in 5 contracts

Samples: Deposit Agreement (Cell Acuaculture LTD), Deposit Agreement (Oxiana LTD), Deposit Agreement (Impact Capital LTD)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed distributed, as promptly as practicable, by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions described in cashSection 4.01. The Depositary may refuse to effect withhold any distribution of securities under this Section 4.2 unless 4.02 if it has not received an opinion of United States counsel for satisfactory assurances from the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities ActAct of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in respect of that distribution.

Appears in 4 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners Holders entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary (as provided in Section 5.9 hereof) or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners Holders entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners Holders or Beneficial Ownersowners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners Holders entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 4 contracts

Samples: Deposit Agreement (Barclays Bank PLC /Eng/), Deposit Agreement (Barclays Bank PLC /Eng/), Deposit Agreement (Barclays Bank PLC /Eng/)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.95.09, whenever the Depositary or the Custodian shall receive any distribution other than a distribution described in Sections 4.14.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it or the Custodian to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities evidenced by Receipts held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may may, upon consultation with the Issuer, adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.2 unless it has received an opinion of United States counsel for the Company 4.02 that is satisfactory sufficient to the Depositary pay its fees and expenses in respect of that the distribution does not require registration under the Securities Actdistribution.

Appears in 4 contracts

Samples: Deposit Agreement (Irsa Propiedades Comerciales S.A.), Deposit Agreement (Irsa Propiedades Comerciales S.A.), Deposit Agreement (Irsa Propiedades Comerciales S.A.)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable lawsas promptly as practicable, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory manner and subject to the Depositary that the distribution does not require registration under the Securities Actconditions described in Section 4.01.

Appears in 4 contracts

Samples: Deposit Agreement (Buenaventura Mining Co Inc), Deposit Agreement (Buenaventura Mining Co Inc), Deposit Agreement (Ojsc Polyus Gold)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may reasonably deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary Depositary, after consultation with the Company, such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial OwnersHolders) the Depositary deems such distribution not to be feasible, the Depositary may may, after consultation with the Company, adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed without unreasonable delay by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions described in cashSection 4.01. The Depositary may refuse to effect withhold any distribution of securities under this Section 4.2 unless 4.02 if it has not received an opinion of United States counsel for satisfactory assurances from the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities ActAct of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in respect of that distribution.

Appears in 4 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable lawsshall as promptly as practicable, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary after consultation with the Issuer may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse ; provided, however, that no such distribution to effect any distribution of securities under Owners pursuant to this Section 4.2 unless it has received an opinion shall be unreasonably delayed by any action of United States counsel for the Company that is satisfactory to the Depositary or any of its agents. To the extent that such securities or property or the distribution does net proceeds thereof are not require registration under distributed to Owners as provided in this paragraph, each American Depositary Share shall thereafter also represent the Securities Actadditional securities or property distributed in respect of the Shares represented by such American Depositary Share prior to such distribution.

Appears in 4 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary Depositary, after consultation with the Company, to the extent practicable, such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial OwnersHolders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions described in cashSection 4.01. The Depositary may refuse to effect withhold any distribution of securities under this Section 4.2 unless 4.02 if it has not received an opinion of United States counsel for satisfactory assurances from the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities ActAct of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in respect of that distribution.

Appears in 4 contracts

Samples: Deposit Agreement, Deposit Agreement (Qiwi), Deposit Agreement (Qiwi)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the reasonable opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may may, after notice to the Issuer adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse cash pursuant to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act4.1.

Appears in 4 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.14.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it the Custodian to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary Depositary, upon consultation with the Company to the extent practicable, may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse cash pursuant to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act4.01 hereof.

Appears in 4 contracts

Samples: Deposit Agreement (Aktiebolaget Electrolux), Deposit Agreement (Aktiebolaget Electrolux), Deposit Agreement (Husqvarna Ab)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.14.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may (after consultation with the Company) adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 4 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may reasonably deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary Depositary, after consultation with the Company, such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may may, after consultation with the Company, adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed without unreasonable delay by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions described in cashSection 4.01. The Depositary may refuse to effect withhold any distribution of securities under this Section 4.2 unless 4.02 if it has not received an opinion of United States counsel for satisfactory assurances from the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities ActAct of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in respect of that distribution.

Appears in 4 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Anheuser-Busch InBev S.A.), Deposit Agreement (Anheuser-Busch InBev S.A.)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections Section 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable lawsas promptly as practicable, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities received must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions described in cashSection 4.1. The Depositary may refuse to effect any distribution sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory sufficient to the Depositary pay its fees and expenses in respect of that the distribution does not require registration under the Securities Actdistribution.

Appears in 3 contracts

Samples: Deposit Agreement (Mizuho Financial Group Inc), Deposit Agreement (Mizuho Financial Group Inc), Deposit Agreement (Mizuho Financial Group Inc)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.9, whenever the Depositary or the Custodian shall receive any distribution other than a distribution described in Sections Section 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable lawsas promptly as practicable, cause the securities or property received by it the Depositary or the Custodian to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses as of the Depositary or any taxes or other governmental chargesrecord date fixed pursuant to Section 4.6, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may may, after consultation with the Company, adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.9 and any expenses in connection with such sale) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cashcash pursuant to Section 4.1. The Depositary may refuse to effect withhold any distribution of securities under this Section 4.2 unless if it has not received an opinion of United States counsel for reasonably satisfactory assurances from the Company that is satisfactory to the Depositary that the such distribution does not require registration under the Securities Act.

Appears in 3 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may reasonably deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may reasonably deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory manner and subject to the Depositary that the distribution does not require registration under the Securities Actconditions described in Section 4.01 with respect to cash distributions.

Appears in 3 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the reasonable opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may may, after consultation with the Company, adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions set forth in cashSection 4.01. The Depositary may refuse to effect withhold any distribution of securities under this Section 4.2 unless 4.02 if it has not received an opinion of United States counsel for satisfactory assurances from the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities ActAct of 1933.

Appears in 3 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 4.12 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 4.3, 4.4 or 4.44.5, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The To the extent that such securities or property or the net proceeds thereof are not effectively distributed to Owners as provided in this paragraph, each American Depositary may refuse Share thereafter shall also represent the additional securities or property distributed in respect of the Shares represented by such American Depositary Share prior to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Actsuch distribution.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (The9 LTD), Deposit Agreement (The9 LTD)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental chargescharges imposed under applicable law, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement under applicable law that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasiblepracticable, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions described in cashSection 4.01. The Depositary may refuse to effect withhold any distribution of securities under this Section 4.2 unless 4.02 if it has not received an opinion of United States counsel for satisfactory assurances from the Company Company, after having requested such assurances from the Company, that is satisfactory to the Depositary that the such distribution does not require registration under the Securities ActAct of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in respect of that distribution.

Appears in 3 contracts

Samples: Deposit Agreement (Petrobras - Petroleo Brasileiro Sa), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 4.13 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable lawsafter consultation with the Issuer, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, as promptly as practicable in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary Depositary, after consultation with the Issuer, may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary Depositary, after consultation with the Issuer, deems such distribution not to be feasible, the Depositary after consultation with the Issuer may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse cash provided, however, that no such distribution to effect any distribution of securities under Owners pursuant to this Section 4.2 unless it has received an opinion shall be unreasonably delayed by any action of United States counsel for the Company that is satisfactory to the Depositary or any of its agents. To the extent that such securities or property or the distribution does net proceeds thereof are not require registration under effectively distributed to Owners as provided in this paragraph, each American Depositary Share shall thereafter also represent the Securities Actadditional securities or property distributed in respect of the Shares represented by such American Depositary Share prior to such distribution.

Appears in 3 contracts

Samples: Deposit Agreement (Arm Holdings PLC), Deposit Agreement (Arm Holdings PLC), Deposit Agreement (Arm Holdings PLC)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Custodian or the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable lawsas promptly as practicable, cause the securities or property received by it or by the Custodian to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if the Company shall so direct or if in the reasonable opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems determines that it is not lawful or feasible to make such a distribution not to be feasibleall or certain Owners, the Depositary may adopt such method as it may deem lawful, equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cashcash pursuant to Section 4.1. The To the extent such securities or property, or the net proceeds thereof, are not effectively distributed to Owners as provided herein, the same shall constitute Deposited Securities and each American Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities ActShare shall thereafter represent its proportionate interest in such securities, property or net proceeds.

Appears in 3 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary Depositary, after consultation with the Company to the extent practicable, such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions described in cashSection 4.01. The Depositary may refuse to effect withhold any distribution of securities under this Section 4.2 unless 4.02 if it has not received an opinion of United States counsel for satisfactory assurances from the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities ActAct of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in respect of that distribution.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Kingtone Wirelessinfo Solution Holding LTD), Deposit Agreement (Bank of New York / Adr Division)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections Section 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled theretothereto as promptly as practicable, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may reasonably deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may reasonably deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory manner and subject to the Depositary conditions described in Section 4.1; provided, however, that no distribution to Owners pursuant to this Section, shall be unreasonably delayed by any action of the distribution does not require registration under the Securities ActDepositary.

Appears in 2 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.14.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any securities law requirements, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory manner and subject to the Depositary that the distribution does not require registration under the Securities Actconditions described in Section 4.01.

Appears in 2 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary (as provided in Section 5.09) or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial OwnersHolders) the Depositary reasonably deems such distribution not to be feasible, the Depositary may adopt such method as it may reasonably deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions described in cashSection 4.01. The Depositary may refuse to effect withhold any distribution of securities under this Section 4.2 unless 4.02 if it has not received an opinion of United States counsel for satisfactory assurances from the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities ActAct of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in respect of that distribution.

Appears in 2 contracts

Samples: Deposit Agreement (Allied Irish Banks PLC), Deposit Agreement (Allied Irish Banks PLC)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial OwnersHolders) the Depositary reasonably deems in consultation with the Company such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions described in cashSection 4.01. The Depositary may refuse to effect withhold any distribution of securities under this Section 4.2 unless 4.02 if it has not received an opinion of United States counsel for satisfactory assurances from the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities ActAct of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in respect of that distribution.

Appears in 2 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and out-of-pocket expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and out-of-pocket expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions described in cashSection 4.01. The Depositary may refuse to effect withhold any distribution of securities under this Section 4.2 unless 4.02 if it has not received an opinion of United States counsel for satisfactory assurances from the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities ActAct of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay it fees and expenses in respect of that distribution.

Appears in 2 contracts

Samples: Deposit Agreement (Merrion Pharmaceuticals LTD), Deposit Agreement (Merrion Pharmaceuticals LTD)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary or the Custodian shall receive any distribution other than a distribution described in Sections Section 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem deem, after consultation with the Issuer, equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may may, after consultation with the Issuer, adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

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. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled theretothereto as promptly as practicable, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may reasonably deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may reasonably deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory manner and subject to the Depositary conditions described in Section 4.01; provided, however, that no distribution to Owners pursuant to this Section, shall be unreasonably delayed by any action of the distribution does not require registration under the Securities ActDepositary.

Appears in 2 contracts

Samples: Deposit Agreement (Sanofi-Aventis), Deposit Agreement (Sanofi Synthelabo Sa)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall shall, subject to all applicable laws receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions described in cashSection 4.01. The Depositary may refuse to effect withhold any distribution of securities under this Section 4.2 unless 4.02 if it has not received an opinion of United States counsel for assurances from the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities ActAct of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in respect of that distribution.

Appears in 2 contracts

Samples: Deposit Agreement (Osmetech PLC), Deposit Agreement (Osmetech PLC)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections Section 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersbeneficial owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.9 and any withholding required under Section 4.11) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 2 contracts

Samples: Deposit Agreement (Futuremedia PLC), Deposit Agreement (Futuremedia PLC)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed as promptly as practicable to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory manner and subject to the Depositary that the distribution does not require registration under the Securities Actconditions described in Section 4.01.

Appears in 2 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.14.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable lawsafter consultation with the Company, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect withhold any distribution of securities under this Section 4.2 unless 4.02 if it has not received an opinion of United States counsel for satisfactory assurances from the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 2 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections Section 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse Subject to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for 5.8, the Company that is satisfactory shall have no obligations with respect to any such distributions following distribution to the Depositary that the distribution does not require registration under the Securities ActDepositary.

Appears in 2 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections Section 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial OwnersHolders) the Depositary Depositary, after consultation with the Company to the extent practicable, deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions described in cashSection 4.1. The Depositary may refuse to effect withhold any distribution of securities under this Section 4.2 unless if it has not received an opinion of United States counsel for satisfactory assurances from the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities ActAct of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.2 that is sufficient to pay its fees and expenses in respect of that distribution. Neither the Company nor the Depositary shall be responsible for any failure to determine that it may be lawful or feasible to make such distributions available to Owners in general or any Owner in particular.

Appears in 2 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable lawsafter the consultation with the Company, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may reasonably deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a manner and subject to the conditions described in Section 4.1 provided, however, that no distribution received in cash. The Depositary may refuse to effect any distribution of securities under Owners pursuant to this Section 4.2 unless it has received an opinion shall be unreasonably delayed by any action of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Actor any of its agents.

Appears in 2 contracts

Samples: Deposit Agreement (Afrikander Lease Limited /Fi), Deposit Agreement (Bank of New York / Adr Division)

Distributions Other Than Cash, Shares or Rights. Subject to Whenever the provisions of Section 4.11 and Section 5.9, whenever the Depositary Custodian shall receive any distribution other than a distribution described in Sections 4.1cash, 4.3 Shares or 4.4rights upon any Deposited Securities, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it the Custodian to be distributed to the Owners Holders entitled thereto, after deduction or upon payment of any the fees and expenses of the Depositary or any taxes or other governmental chargesDepositary, in proportion to the number of American Depositary Shares GDSs representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Owners Holders entitled thereto, or if for any other reason (including, but not limited to, including any requirement that the Company Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial OwnersHolders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, including the sale (at public or private sale sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners Holders entitled thereto as in the case of a distribution received in cash. The ; provided that any unsold balance of such securities or property shall be distributed by the Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the Holders entitled thereto, if such distribution does not require is feasible without withholding for or on account of any taxes or other governmental charges and without registration under the Securities Act, in accordance with such equitable and practicable method as the Depositary shall have adopted.

Appears in 2 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections Section 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable lawsas promptly as practicable, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.9 and any expenses in connection with such sale) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cashcash pursuant to Section 4.1. The Depositary may refuse To the extent such securities or property or the net proceeds thereof are not distributed to effect any distribution of securities under the Owners as provided in this Section 4.2 unless it has received an opinion of United States counsel for 4.2, the Company that is satisfactory to the same shall constitute Deposited Securities and each American Depositary that the distribution does not require registration under the Securities ActShare shall thereafter also represent its proportionate interest in such securities, property or net proceeds.

Appears in 2 contracts

Samples: Deposit Agreement (Brazil Realty Sa Empreendimentos E Participacoes/Adr/), Deposit Agreement (Brazil Realty Sa Empreendimentos E Participacoes/Adr/)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary Depositary, after consultation with the Company to the extent practicable, such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial OwnersHolders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions described in cashSection 4.01. The Depositary may refuse to effect withhold any distribution of securities under this Section 4.2 unless 4.02 if it has not received an opinion of United States counsel for satisfactory assurances from the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities ActAct of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in respect of that distribution.

Appears in 2 contracts

Samples: Deposit Agreement (Sunity Online Entertainment LTD), Deposit Agreement (Bank of New York / Adr Division)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse cash pursuant to effect any distribution Section 4.1 of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities ActDeposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Fullcast Co., Ltd.), Deposit Agreement (Japan Airlines CORP)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.9, whenever the Depositary or the Custodian shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it the Depositary or the Custodian to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing corresponding to such Deposited Securities held by them respectively, in any manner that the Depositary Depositary, after consultation with the Issuer, may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 2 contracts

Samples: Deposit Agreement (Business Objects S.A.), Deposit Agreement (Activcard Sa)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners Holders entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary (as provided in Section 5.09 hereof) or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners Holders entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners Holders or Beneficial Ownersowners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners Holders entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 2 contracts

Samples: Deposit Agreement (Barclays PLC), Deposit Agreement (Barclays PLC)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections Section 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may may, after consultation with the Issuer to the extent practicable, adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 2 contracts

Samples: Deposit Agreement (Malayan Banking Berhad), Deposit Agreement (Top Glove Corp Berhad)

Distributions Other Than Cash, Shares or Rights. Subject to Whenever the provisions of Section 4.11 and Section 5.9, whenever the Depositary Custodian shall receive any distribution other than a distribution described in Sections 4.1cash, 4.3 Shares or 4.4rights upon any Deposited Securities, the Depositary shall, subject after consultation with the Company or if requested in writing by the Company and obtaining, at the Company's expense, opinion(s) of United States, United Kingdom and Jersey counsel, as applicable, satisfactory to all the Depositary that the proposed distribution does not violate any applicable lawslaws or regulations, cause the securities or property so received by it to be distributed to the Owners Holders entitled thereto, after deduction or upon payment as of any fees and expenses of the Depositary or any taxes or other governmental chargesa record date fixed pursuant to Section 4.08 hereof, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution, net of expenses of the Depositary; provided, however, that that, if in the opinion of the Depositary or its counsel, it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Owners Holders entitled thereto, or if for any other reason (including, but not limited to, including without limitation any requirement (i) that the Company Company, the Depositary or the Depositary Custodian withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act or other law in order to be distributed to Owners or Beneficial Owners) Holders), the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem may, in its sole discretion, determine an equitable and practicable for the purpose method of effecting such distribution, includingwhich method may include, but not be limited to, the sale (at public or private sale sale) of the securities or property thus received, or any part thereof, and the distribution of the net proceeds of any such sale (net of the taxes, fees and expenses of the Depositary as provided set forth in Section 5.95.09 or Exhibit B hereof) shall be distributed by the Depositary to the Owners Holders entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 2 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject after consultation with the Company to all applicable lawsthe extent practicable, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial OwnersHolders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as all in the case of a distribution received manner and subject to the conditions described in cashSection 4.01. The Depositary may refuse to effect withhold any distribution of securities under this Section 4.2 unless 4.02 if it has not received an opinion of United States counsel for satisfactory assurances from the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities ActAct of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in respect of that distribution.

Appears in 2 contracts

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 Sections 4.12 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1cash, 4.3 Shares or 4.4rights upon any Deposited Securities, the Depositary shall, subject to all applicable shall (unless the Depositary is advised in writing by the Company or United States counsel for the Company that such distribution would require a registration statement under the Securities Act of 1933 or would result in a violation of United States securities laws, ) cause the securities or property received by it to be distributed to the Owners Holders entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners Holders entitled thereto, or if for any other reason (including, but not limited to, including any requirement that the Company or Company, the Depositary or a Custodian withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Ownerscharges) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, including the sale (at public or private sale sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners Holders entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect , provided that any distribution unsold balance of such securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to or property shall be distributed by the Depositary that to Holders entitled thereto in accordance with such equitable and practicable method as the distribution does not require registration under the Securities ActDepositary shall have adopted.

Appears in 2 contracts

Samples: Deposit Agreement (Henderson Land Development Company LTD /Fi), Deposit Agreement (Lenovo Group LTD)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may may, after consultation with the Company, adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions described in cashSection 4.01. The Depositary may refuse to effect withhold any distribution of securities under this Section 4.2 unless 4.02 if it has not received an opinion of United States counsel for reasonably satisfactory assurances from the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities ActAct of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay it fees and expenses in respect of that distribution.

Appears in 2 contracts

Samples: Deposit Agreement (Hikma Pharmaceuticals PLC), Deposit Agreement (Hikma Pharmaceuticals PLC)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 4.4 or 4.44.5, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Ctrip Com International LTD)

AutoNDA by SimpleDocs

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.14.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay it fees and expenses in respect of that distribution.

Appears in 2 contracts

Samples: Deposit Agreement (Agria Corp), Deposit Agreement (Agria Corp)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary or a Custodian shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable lawsupon consultation with the Company, cause the securities or property received by it to be distributed to the Owners entitled thereto, without unreasonable delay, subject to receipt of satisfactory assurances, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory manner and subject to the Depositary that the distribution does not require registration under the Securities Actconditions described in Section 4.01.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (British Sky Broadcasting Group PLC)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for evidence from the Company Issuer that is reasonably satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 2 contracts

Samples: Deposit Agreement (Shanda Interactive Entertainment LTD), Deposit Agreement (Shanda Interactive Entertainment LTD)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable lawsafter consultation with the Issuer, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse ; provided, however, that no distribution to effect any distribution of securities under Owners pursuant to this Section 4.2 unless it has received an opinion will be unreasonably delayed by any action of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Actor its agents.

Appears in 1 contract

Samples: Deposit Agreement (African Bank Investments LTD)

Distributions Other Than Cash, Shares or Rights. Subject to Whenever the provisions of Section 4.11 and Section 5.9, whenever Custodian or the Depositary shall receive any distribution other than a distribution described in Sections 4.1cash, 4.3 Shares or 4.4rights upon any Deposited Securities, the Custodian or the Depositary shall, subject to all applicable lawsas promptly as practicable, cause the securities or property so received by it to be distributed to the Owners Holders entitled thereto, after deduction or upon payment of any the fees and expenses of the Depositary or any taxes or other governmental chargesin accordance with Section 5.06, in proportion to the number of American Depositary Shares GDSs representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such securities or property, in whole or in part, cannot be distributed or such distribution cannot be made proportionately among the Owners Holders entitled thereto, or if for any other reason (including, but not limited to, including any requirement that the Company Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial OwnersHolders as to which question the Depositary intends to rely on a legal opinion provided in accordance with Section 5.09) the Depositary deems such distribution not to be feasiblepracticable, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, including the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners Holders entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 1 contract

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable lawsas promptly as practicable, cause the securities or property received by it to be distributed to the Owners Holders entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities evidenced by Receipts held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners Holders entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial OwnersHolders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners Holders entitled thereto as in the case of a distribution received in cash. The Depositary may refuse Notwithstanding anything herein to effect the contrary, the Company shall have no obligation to either (i) register any distribution of securities under described in this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration 4.02 under the Securities ActAct of 1933 or (ii) take other actions to permit the distribution of such securities in accordance with applicable U.S. securities laws.

Appears in 1 contract

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections Section 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable lawsas promptly as practicable, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions described in cashSection 4.1. The Depositary may refuse to effect any distribution sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.2 unless it has received an opinion of United States counsel for the Company 4.02 that is satisfactory sufficient to the Depositary pay its fees and expenses in respect of that the distribution does not require registration under the Securities Actdistribution.

Appears in 1 contract

Samples: Deposit Agreement (Macro Bansud Bank Inc.)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.14.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable lawsas promptly as practicable, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may may, after consultation with the Company, adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09 and any expenses in connection with such sale) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse cash pursuant to effect any Section 4.01; provided, however, no distribution of securities under to Owners pursuant to this Section 4.2 unless it has received an opinion 4.02 shall be unreasonably delayed by any action of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Actdepositary or any of its agents.

Appears in 1 contract

Samples: Deposit Agreement (Telenorte Celular Participacoes Sa)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.14.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable lawsas promptly as practicable, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or an agent of the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may may, after consultation with the Company, adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09 and any expenses in connection with such sale) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse cash pursuant to effect any Section 4.01; provided, however, no distribution of securities under to Owners pursuant to this Section 4.2 unless it has received an opinion 4.02 shall be unreasonably delayed by any action of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Actor any of its agents.

Appears in 1 contract

Samples: Deposit Agreement (Natuzzi S P A)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections Section 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable lawsafter consultation with the Company, cause the securities or property received by it to be distributed as promptly as practicable to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed as promptly as practicable by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory manner and subject to the Depositary that the distribution does not require registration under the Securities Actconditions described in Section 4.1.

Appears in 1 contract

Samples: Deposit Agreement (Jiangsu Expressway Co LTD)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary reasonably deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions described in cashSection 4.01. The Depositary may refuse to effect withhold any such distribution of securities under this Section 4.2 unless if it has not received an opinion of United States satisfactory assurances from the Company's U.S. counsel for the Company that is satisfactory to the Depositary that the such distribution does not require registration under the Securities ActAct of 1933.

Appears in 1 contract

Samples: Deposit Agreement (Inficon Holding Ag)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.14.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it or the Custodian to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The , provided that any unsold balance of such securities or property may be distributed by the Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Owners entitled thereto in accordance with such equitable and practicable method as the Depositary that the distribution does not require registration under the Securities Actshall have adopted.

Appears in 1 contract

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Custodian or the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Global Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary after Consultation with the Issuer, may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable practicable, after Consultation with the Issuer, for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 1 contract

Samples: Deposit Agreement (Comercial Mexican Holding /Adr)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners Holders entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; net of fees and expenses of the Depositary; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners Holders entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners Holders or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners Holders entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution , as provided in Section 4.1 of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities ActDeposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Quilmes Industrial Quinsa Societe Anonyme)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections Section 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may may, after consultation with the Issuer, adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions described in cashSection 4.1. The Depositary may refuse to effect any distribution sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.2 unless it has received an opinion of United States counsel for the Company 4.02 that is satisfactory sufficient to the Depositary pay its fees and expenses in respect of that the distribution does not require registration under the Securities Actdistribution.

Appears in 1 contract

Samples: Deposit Agreement (Kumba Iron Ore LTD)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary as provided in Section 5.09 or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory manner and subject to the Depositary that the distribution does not require registration under the Securities Actconditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Smartforce Public LTD Co)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.14.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable lawsas promptly as practicable, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners Owner's entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may may, after consultation with the Company, adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09 and any expenses in connection with such sale) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse cash pursuant to effect Section 4.01; provided, however, no distribution to Owners pursuant to this section 4.02 shall be unreasonably delayed by any distribution action of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Actor any of its agents.

Appears in 1 contract

Samples: Deposit Agreement (Tele Nordeste Celular Participacoes Sa)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.14.01, 4.3 4.03 or 4.44.04, subsequent receipt thereof from the Issuer, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities evidenced by Receipts held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any securities law requirements, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders of Receipts) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The , provided that any unsold balance of such securities or property may be distributed by the Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Owners entitled thereto in accordance with securities laws and such equitable and practicable method as the Depositary that the distribution does not require registration under the Securities Actshall have adopted.

Appears in 1 contract

Samples: Deposit Agreement (Turkiye Garanti Bankasi a S /Fi)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of Restricted American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in -------- ------- the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory manner and subject to the Depositary that the distribution does not require registration under the Securities Act.conditions described in

Appears in 1 contract

Samples: Restricted Deposit Agreement (CBT Group PLC)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.14.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable lawsupon consultation with the Issuer, cause the securities or property received by it or the Custodian to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The , provided that any unsold balance of such securities or property may be distributed by the Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Owners entitled thereto in accordance with such equitable and practicable method as the Depositary that the distribution does not require registration under the Securities Actshall have adopted.

Appears in 1 contract

Samples: Deposit Agreement (Perdigao Sa)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09,5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.034.1, 4.3 or 4.44.04,4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.095.9) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory manner and subject to the Depositary that the distribution does not require registration under the Securities Actconditions described in Section 4.014.1 with respect to cash distributions.

Appears in 1 contract

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may reasonably deem equitable and practicable for accomplishing such distribution; provided, however, that if in the reasonable opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders) the Depositary reasonably deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) and the balance of such property shall be distributed by the Depositary to the Owners entitled thereto thereto, all in the manner and subject to the conditions described in Section 4.1. The Depositary may withhold any distribution of securities under this Section 4.2 if it has not received satisfactory assurances from the Company that the distribution does not require registration under the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.2 that is sufficient to pay its fees and expenses in respect of that distribution as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 1 contract

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

Distributions Other Than Cash, Shares or Rights. Subject to Whenever the provisions of Section 4.11 and Section 5.9, whenever the Depositary Custodian shall receive any distribution other than a distribution described in Sections 4.1cash, 4.3 Shares or 4.4rights upon any Deposited Securities, the Depositary shall, subject after consultation with the Company or if requested in writing by the Company and obtaining, at the Company's expense, opinion(s) of United States and United Kingdom counsel, as applicable, satisfactory to all the Depositary that the proposed distribution does not violate any applicable lawslaws or regulations, cause the securities or property so received by it to be distributed to the Owners Holders entitled thereto, after deduction or upon payment as of any fees and expenses of the Depositary or any taxes or other governmental chargesa record date fixed pursuant to Section 4.08 hereof, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution, net of expenses of the Depositary; provided, however, that that, if in the opinion of the Depositary or its counsel, it cannot cause such securities or property to be distributed or such distribution cannot be made proportionately among the Owners Holders entitled thereto, or if for any other reason (including, but not limited to, including without limitation any requirement (i) that the Company Company, the Depositary or the Depositary Custodian withhold an amount on account of taxes or other governmental charges or (ii) that under applicable securities or exchange control regulations or law such securities must be registered under the Securities Act or other law in order to be distributed to Owners or Beneficial Owners) Holders), the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem may, in its sole discretion, determine an equitable and practicable for the purpose method of effecting such distribution, includingwhich method may include, but not be limited to, the sale (at public or private sale sale) of the securities or property thus received, or any part thereof, and the distribution of the net proceeds of any such sale (net of the taxes, fees and expenses of the Depositary as provided set forth in Section 5.95.09 or Exhibit B hereof) shall be distributed by the Depositary to the Owners Holders entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 1 contract

Samples: Deposit Agreement (WPP Group PLC)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable lawswithout unreasonable delay, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions described in cashSection 4.01. The Depositary may refuse to effect withhold any distribution of securities under this Section 4.2 unless 4.02 if it has not received an opinion of United States counsel for satisfactory assurances from the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities ActAct of 1933.

Appears in 1 contract

Samples: Deposit Agreement (Hannover Ruckversicherungs Aktiengesellschaft)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject after consultation with the Company to all applicable lawsthe extent practicable, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial OwnersHolders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions described in cashSection 4.01. The Depositary may refuse to effect withhold any distribution of securities under this Section 4.2 unless 4.02 if it has not received an opinion of United States counsel for satisfactory assurances from the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities ActAct of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in respect of that distribution.

Appears in 1 contract

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after the deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities evidenced by Receipts held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary Depositary, applicable taxes and other charges as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory manner and subject to the Depositary that the distribution does not require registration under the Securities Actconditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (PT Multimedia - Servicos De Telecomunicacoes E Multimedia, SGPS, S.A.)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shallDepositary, subject after consultation with the Company to all applicable lawsthe extent reasonably practicable, shall cause the securities or property received by it to be distributed as promptly as practicable to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary Depositary, after consultation with the Company to the extent reasonably practicable, may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 1 contract

Samples: Deposit Agreement (Companhia De Saneamento Do Parana Sanepar)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable lawsafter consultation with the Company, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial OwnersHolders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions described in cashSection 4.01. The Depositary may refuse to effect withhold any distribution of securities under this Section 4.2 unless 4.02 if it has not received an opinion of United States counsel for satisfactory assurances from the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities ActAct of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in respect of that distribution.

Appears in 1 contract

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable lawsafter consultation with the Issuer, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse ; provide however that no distribution to effect any distribution of securities under Owners pursuant to this Section 4.2 unless it has received an opinion will be unreasonably delayed by any action of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Actor its agents.

Appears in 1 contract

Samples: Deposit Agreement (New Africa Capital LTD)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable lawsafter Consultation with the Company, cause the securities or property received by it to be distributed distributed, as promptly as practicable, to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may reasonably deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may reasonably deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto thereto, as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this cash as described in Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act4.1.

Appears in 1 contract

Samples: Deposit Agreement (Commercial International Bank Egypt S a E)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary Depositary, after consultation with the Company such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions described in cashSection 4.01. The Depositary may refuse to effect withhold any distribution of securities under this Section 4.2 unless 4.02 if it has not received an opinion of United States counsel for satisfactory assurances from the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities ActAct of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under this Section 4.02 that is sufficient to pay its fees and expenses in respect of that distribution.

Appears in 1 contract

Samples: Deposit Agreement (Imagi International Holdings LTD)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse , pursuant to effect any Section 4.1; provided, however, no distribution of securities under to Owners pursuant to this Section 4.2 unless it has received an opinion shall be unreasonably delayed by any action of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Actor any of its agents.

Appears in 1 contract

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever Whenever the Depositary or any Custodian shall receive any distribution other than a distribution described in Sections 4.14.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it or such Custodian to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses thereto as of the Depositary or any taxes or other governmental chargesrecord date fixed pursuant to Section 4.06, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, including any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to such Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited toif permitted by and subject to applicable laws, the sale (at public or private sale sale) of the securities or property thus received, or any part thereof, and the net proceeds (net of expenses, taxes and fees as provided in Section 4.05, 4.11 and 5.09) of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The , provided that any unsold balance of such securities or property may be distributed by the Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the Owners entitled thereto, if such distribution does not require is feasible without withholding for or on account of any taxes or other governmental charges and without registration under the Securities Act, in accordance with such equitable and practicable method as the Depositary shall adopt.

Appears in 1 contract

Samples: Deposit Agreement (Telstra Corp LTD)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners of Receipts entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners of Receipts entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners of Receipts entitled thereto as thereto, all in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory manner and subject to the Depositary that the distribution does not require registration under the Securities Actconditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Starpharma Holdings LTD)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The To the extent that such securities or property or the net proceeds thereof are not effectively distributed to Owners as provided in the paragraph, each American Depositary may refuse Shares share thereafter also represent the additional securities or property distributed in respect of the Shares represented by such American Depositary Share prior to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Actsuch distribution.

Appears in 1 contract

Samples: Deposit Agreement (The9 LTD)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable lawsas promptly as practicable, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners entitled thereto as thereto, all in the case of a distribution received manner and subject to the conditions described in cashSection 4.01. The Depositary may refuse to effect withhold any such distribution of securities under this Section 4.2 unless if it has not received an opinion of United States counsel for satisfactory assurances from the Company Company, after having requested such assurances from the Company, that is satisfactory to the Depositary that the such distribution does not require registration under the Securities ActAct of 1933.

Appears in 1 contract

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1Section 4.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable laws, shall cause the securities or property received by it to be distributed to the Owners of Receipts entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners of Receipts entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Ownersholders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) shall be distributed by the Depositary to the Owners of Receipts entitled thereto as thereto, all in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory manner and subject to the Depositary that the distribution does not require registration under the Securities Actconditions described in Section 4.01.

Appears in 1 contract

Samples: Deposit Agreement (Fosters Brewing Group LTD /Fi)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section 4.11 and Section 5.95.09, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.14.01, 4.3 4.03 or 4.44.04, the Depositary shall, subject to all applicable lawsas promptly as practicable, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary deems such distribution not to be feasible, the Depositary may may, after consultation with the Company, adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09 and any expenses in connection with such sale) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse cash pursuant to effect any Section 4.01; provided, however, no distribution of securities under to Owners pursuant to this Section 4.2 unless it has received an opinion 4.02 shall be unreasonably delayed by any action of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.or any of its agents. Table of Contents

Appears in 1 contract

Samples: Deposit Agreement (Vivo Participacoes S.A.)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Section Sections 4.11 and Section 5.9, whenever the Depositary shall receive any distribution other than a distribution described in Sections 4.1, 4.3 or 4.4, the Depositary shall, subject to all applicable lawsas promptly as practicable after receipt thereof, cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary or any taxes or other governmental charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may reasonably deem equitable and practicable for accomplishing such distribution; provided, however, that if in the reasonable opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including, but not limited to, any requirement that the Company Issuer or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Owners or Beneficial Owners) the Depositary reasonably deems such distribution not to be feasible, the Depositary Depositary, after consultation with the Issuer, may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash. The Depositary may refuse to effect any distribution of securities under this Section 4.2 unless it has received an opinion of United States counsel for the Company that is satisfactory to the Depositary that the distribution does not require registration under the Securities Act.

Appears in 1 contract

Samples: Deposit Agreement (Swisscom Ag)

Time is Money Join Law Insider Premium to draft better contracts faster.