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 Sections 4.11 and 5.9, whenever the Depositary receives any distribution other than a distribution described in Section 4.1, 4.3 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities), the Depositary shall, 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 and 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 reasonably deems equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received); 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 securities received must be registered under the Securities Act of 1933 in order to be distributed to Owners or Holders) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adopt, following consultation with the Company to the extent practicable, such other 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 distribution of the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) to the Owners entitled thereto, all in the manner and subject to the conditions set forth 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. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event.

Appears in 1 contract

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

AutoNDA by SimpleDocs

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections 4.11 4.12 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.14.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shallshall establish an ADS Record Date pursuant to the terms of Section 4.06 hereof, as promptly as practicable, and shall cause the securities or property received by it to be distributed as promptly as practicable to the Owners entitled theretoHolders as of the ADS Record Date, after deduction or upon payment of any fees and expenses of the Depositary and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or Holders) the Depositary reasonably deems such distribution not to be lawful and feasiblepracticable, the Depositary may adopt, following consultation with the Company to the extent practicable, adopt such other 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 distribution of 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 taxes or other governmental charges paid or payable in conjunction with such sale or distribution) shall be distributed by the Depositary to the Owners Holders entitled thereto, all in the manner and subject to the conditions set forth 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. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event4.01.

Appears in 1 contract

Samples: Deposit Agreement (Yukos Oil Co)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections 4.11 and 5.9Section 4.14, whenever the Custodian or the Depositary receives shall receive any distribution other than a distribution distributions described in Section 4.1Sections 4.3, 4.3 4.5 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of 4.6 upon any Deposited Securities), the Depositary shall, as promptly as practicable, cause the securities or property received by it or by the Custodian to be distributed to the Owners Holders entitled thereto, after deduction or upon payment of any fees and expenses of the Depositary and 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, representing such Deposited Securities, in any manner that the Depositary reasonably deems equitable and practicable for accomplishing that such distribution (which may be a distribution of depositary shares representing following consultation with the securities received)Company; provided, however, that if the Company shall so direct or if in the reasonable opinion of the Depositary such distribution cannot be made or 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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or Holders) the Depositary reasonably deems determines that such distribution is not feasible or may not be legally made to be lawful and feasiblesome or all Holders, the Depositary may adoptmay, following consultation with the Company to the extent practicableCompany, adopt such other method as it may deem deems lawful, equitable and practicable for the purpose of effecting such distribution, includingand if the Company so requests, but not limited toshall adopt a method given by the Company for the purpose of effecting such distribution, including the sale (either public or private sale private, at such place or places and upon such terms as it may deem reasonably proper) of the securities or property thus received, or any part thereofthereof and, and distribution of in such case, the net proceeds of any such sale (net of the fees and expenses of shall be distributed by the Depositary as provided in Section 5.9) to the Owners Holders entitled thereto as in the case of a distribution received in cash, provided that any unsold balance of such securities or property shall be distributed by the Depositary to the Holders entitled thereto, all in the manner if such distribution is feasible without withholding for or on account of any taxes or other governmental charges and subject to the conditions set forth 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 without 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 in accordance with such equitable and expenses in respect of that distribution. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, practicable method as the Depositary may require surrender have adopted, provided, further, that no distribution to Holders pursuant to this Section shall be unreasonably delayed by any action of those the Depositary or the Custodian. To the extent such property, or the net proceeds thereof, is not effectively distributed to Holders as provided herein, the same shall constitute Deposited Securities and each American Depositary Shares and may require payment of Share shall thereafter also represent its proportionate interest in such property or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Eventnet proceeds.

Appears in 1 contract

Samples: Deposit Agreement (Rwe Ag /Fi)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.1Sections 4.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, as promptly as practicable, cause the securities or property received by it to be distributed to the Owners entitled thereto, thereto (after deduction or upon payment of any applicable fees and expenses of the Depositary and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 an agent of the Company, the Depositary or the Custodian 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 HoldersOwners) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptmay, following after consultation with the Company to the extent practicableCompany, adopt such other 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 distribution of 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, all thereto as in the manner and subject case of a distribution received in cash pursuant to Section 4.01; provided, further, that no distribution to Owners pursuant to this Section 4.02 shall be unreasonably delayed by any action of the conditions set forth in Section 4.1Depositary or any of its agents. The Depositary may withhold any distribution of securities under this Section 4.2 4.02 if it has not received reasonably 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 4.02 that is sufficient to pay its fees and expenses in respect of that distribution. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event.

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 Sections 4.11 4.12 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.14.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shallshall establish an ADS Record Date pursuant to the terms of Section 4.06 hereof, as promptly as practicable, and shall cause the securities or property received by it to be distributed as promptly as practicable to the Owners entitled theretoHolders as of the ADS Record Date, after deduction or upon payment of any fees and expenses of the Depositary and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or Holders) the Depositary reasonably deems such distribution not to be lawful and feasiblepracticable, the Depositary may adopt, following consultation with the Company to the extent practicable, adopt such other method as it may deem equitable and practicable for the purpose of effecting such a distribution, including, but not limited toincluding without limitation (after consulting with the Company), the public or private 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 fees and expenses of the Depositary as provided in Section 5.95.09 and any taxes or other governmental charges paid or payable in conjunction with such sale or distribution) to the Owners Holders entitled thereto, all in the manner and subject to the conditions set forth described in Section 4.14.01. The Depositary may withhold also refrain from making 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 such distribution, in which case each American Depositary may sell, by public or private sale, an amount of Share shall thenceforth also represent its proportionate interest in such 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. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Eventproperty.

Appears in 1 contract

Samples: Deposit Agreement (Mechel Steel Group OAO)

Distributions Other Than Cash, Shares or Rights. Subject Whenever the Depositary shall receive timely notice from the Company of its intent to distribute to the provisions holders of Sections 4.11 and 5.9, whenever the Depositary receives any distribution Deposited Securities property other than a distribution described in Section 4.1Sections 4.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu 4.04 and indicating that the Company wishes such distribution to be made to Owners of Deposited Securities)ADSs, the Depositary shall, subject to the provisions of Section 4.11 and Section 5.09 as promptly as practicablepracticable 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 (unless otherwise agreed between the Company and the Depositary) or any taxes or other governmental charges, in proportion to the number of American Depositary Shares ADSs representing such Deposited Securities held by them respectively, in any manner that the Depositary may reasonably deems equitable and deem practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or HoldersBeneficial Owners) the Depositary or the Company reasonably deems such distribution not to be lawful and feasiblepracticable, the Depositary may adoptmay, following after consultation with the Company to the extent practicableCompany, adopt such other 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 distribution of the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) unless otherwise agreed between the Company and the Depositary and any expenses in connection with the sale) shall be distributed by the Depositary to the Owners entitled thereto, all thereto as in the manner and subject case of a distribution received in cash; provided, however, that no distribution to the conditions set forth in Section 4.1. The Depositary may withhold any distribution of securities under Owners pursuant to 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, 4.02 shall be unreasonably delayed 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. If a distribution under this Section 4.2 would represent a return of all or substantially all the value any action of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender or any of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Eventits agents.

Appears in 1 contract

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

Distributions Other Than Cash, Shares or Rights. Subject to ----------------------------------------------- the provisions of Sections Section 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.1Sections 4.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, 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 and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or HoldersOwners) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptmay, following after consultation with the Company to the extent practicableCompany, adopt such other 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 distribution of 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, all thereto as in the manner and subject case of a distribution received in cash pursuant to the conditions set forth in Section 4.1. The Depositary may withhold any 4.01; provided, however, no distribution of securities under to Owners pursuant -------- ------- to 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, 4.02 shall be unreasonably delayed 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. If a distribution under this Section 4.2 would represent a return of all or substantially all the value any action of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender or any of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Eventits agents.

Appears in 1 contract

Samples: Deposit Agreement (Telesp Celular Participacoes Sa)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.14.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, as promptly as without undue delay and after consultation with the Company, to the 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 and 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 reasonably deems Depositary, after consultation with the Company to the extent practicable, may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or Holdersholders) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adopt, following consultation with the Company to the extent practicable, adopt such other 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 distribution of 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, all in the manner and subject to the conditions set forth described in Section 4.14.01. The Depositary may withhold any distribution of securities under this Section 4.2 4.02 if it has not received reasonably satisfactory assurances from the Company (which may, though it is not required to be, an opinion of United States counsel for 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 4.02 that is sufficient to pay its fees and expenses in respect of that distribution. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event.

Appears in 1 contract

Samples: Deposit Agreement (Lottomatica S.p.A.)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections 4.11 and 5.9, whenever Whenever the Depositary receives shall receive notice that the Company has declared any distribution other than a distribution described in Section 4.14.01, 4.3 4.03 or 4.4 4.04 on Deposited Securities (but not in exchange for or in conversion or in lieu of any Deposited Securities), the Depositary shall, as promptly as practicable, use its reasonable efforts to cause the Custodian to take any and all such actions as are necessary to obtain payment of such distribution on such Deposited Securities. Subject to the provisions of Sections 4.11 and 5.09, whenever the Depositary shall receive any distribution other than a distribution described in Section 4.01, 4.03 or 4.04, the Depositary shall, as 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 and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or HoldersBeneficial Owners) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptmay, following after consultation with the Company to the extent practicableCompany, adopt such other 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 distribution of 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, all in the manner and subject to the conditions set forth 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. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event4.01.

Appears in 1 contract

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.14.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, as promptly as practicableafter consultation with the Company to the extent praticable, 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 and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)such distribution; provided, however, that if in the reasonable 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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or Holdersholders) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adopt, following consultation with the Company to the extent practicable, adopt such other 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 distribution of 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, all in the manner and subject to the conditions set forth described in Section 4.14.01. The Depositary may withhold any distribution of securities under this Section 4.2 4.02 if it has not received reasonably 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 4.02 that is sufficient to pay its fees and expenses in respect of that distribution. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event.

Appears in 1 contract

Samples: Deposit Agreement (Intercell Ag)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.14.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, as promptly as practicableafter 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 and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or HoldersBeneficial Owners) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptmay, following after consultation with the Company to the extent practicable, adopt such other method as it may deem equitable equitable, practicable and practicable lawful 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 distribution of 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, all in the manner and subject to the conditions set forth described in Section 4.14.01. The Depositary may withhold any distribution of securities under this Section 4.2 4.02 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 No distribution to Owners pursuant to this Section 4.2 that is sufficient to pay its fees and expenses in respect of that distribution. If a distribution under this Section 4.2 would represent a return of all or substantially all the value 4.02 shall be unreasonably delayed by any action of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender or any of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Eventits agents.

Appears in 1 contract

Samples: Deposit Agreement (Thomson)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.1Sections 4.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, 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 and or any taxes or other others or 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 deems deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or HoldersBeneficial Owners) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptmay, following after consultation with the Company to the extent practicable, adopt such other 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 distribution of 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, thereto all in the manner and subject to the conditions set forth described in Section 4.1. The Depositary may withhold any 4.01; provided, however, that no distribution of securities under to Owners pursuant to 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, 4.02 shall be unreasonably delayed 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. If a distribution under this Section 4.2 would represent a return of all or substantially all the value any action of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender or any of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Eventits agents.

Appears in 1 contract

Samples: Deposit Agreement (Open Joint Stock Co Nizhegorodsvyazinform/Adr)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.14.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, after consultation with the Company to the extent practicable and 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 and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or HoldersBeneficial Owners) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptmay, following after consultation with the Company to the extent practicableCompany, adopt such other 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 distribution of 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, all in the manner and subject to the conditions set forth described in Section 4.14.01. The Depositary may withhold any distribution of securities under this Section 4.2 4.02 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. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event.

Appears in 1 contract

Samples: Deposit Agreement (Quinenco Sa)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.14.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, as promptly as practicable, distribute or cause to be distributed 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 and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 Company, the Custodian 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 Holders) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptmay, following after consultation with the Company to the extent practicable, adopt such other 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 distribution of 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 theretothereto as promptly as practicable, all in the manner and subject to the conditions set forth described in Section 4.14.01. The Depositary may withhold any distribution of securities under this Section 4.2 4.02 if it has not received reasonably 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 4.02 that is sufficient to pay its fees and expenses in respect of that distribution. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event.

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 Sections 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.14.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, 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 and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or HoldersBeneficial Owners) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adopt, following consultation with the Company to the extent practicable, adopt such other 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 distribution of 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, all in the manner and subject to the conditions set forth described in Section 4.14.01. The Depositary may withhold any such distribution of securities under this Section 4.2 if it has not received satisfactory assurances from the Company Company, after having requested such assurances from the Company, that the such 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. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event.

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 Sections 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.14.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, after consultation with the Company to the extent practicable, 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 and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)such distribution; provided, however, that if in the reasonable 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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or Holdersholders) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptmay, following after consultation with the Company to the extent practicable, adopt such other 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 distribution of 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, all in the manner and subject to the conditions set forth described in Section 4.14.01. The Depositary may withhold any distribution of securities under this Section 4.2 4.02 if it has not received reasonably 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 4.02 that is sufficient to pay its fees and expenses in respect of that distribution. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event.

Appears in 1 contract

Samples: Deposit Agreement (Rhodia)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.14.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, as promptly as practicableafter 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 and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or Holdersholders) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adopt, following consultation with the Company to the extent practicable, adopt such other 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 distribution of 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, all in the manner and subject to the conditions set forth described in Section 4.14.01. The Depositary may withhold any distribution of securities under this Section 4.2 4.02 if it has not received reasonably 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 4.02 that is sufficient to pay its fees and expenses in respect of that distribution. If a No distribution under to Owners pursuant to this Section 4.2 would represent a return of all or substantially all the value 4.02 shall be unreasonably delayed by any action of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender or any of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Eventits agents.

Appears in 1 contract

Samples: Deposit Agreement (BMA Gold LTD)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections Section 4.11 and 5.9Section 5.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.14.01, 4.3 Section 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)Section 4.04, the Depositary shall, as promptly as after consultation with the Company to the 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 and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or Holders) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptDepositary, following after consultation with the Company to the extent practicable, may adopt such other 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 distribution of 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, all in the manner and subject to the conditions set forth described in Section 4.14.01; provided, further, that no distribution to Owners pursuant to this Section 4.02 shall be unreasonably delayed by any action of the Depositary. The Depositary may withhold any distribution of securities under this Section 4.2 4.02 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 4.02 that is sufficient to pay its fees and expenses in respect of that distribution. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event.

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 Sections 4.11 and 5.9, whenever the Depositary receives any distribution other than a distribution described in Section 4.1, 4.3 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities), the Depositary shall, after consultation with the Company to the extent practicable, 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 and 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 reasonably deems equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received); 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 securities received must be registered under the Securities Act of 1933 in order to be distributed to Owners or Holders) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptDepositary, following after consultation with the Company to the extent practicable, may adopt such other 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 distribution of the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) to the Owners entitled thereto, all in the manner and subject to the conditions set forth in Section 4.1, however, no distribution to Owners pursuant to this Section 4.2 shall be unreasonably delayed by any action of the Depositary or any of its agents. 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. To the extent that any securities or property or the net proceeds thereof are not distributed to the Owners as provided in this paragraph, each American Depositary Share shall thereafter also represent the additional securities or property distributed in respect of the Shares represented by that American Depositary Share prior to the distribution. 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. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event.

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 Sections 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.14.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, after consultation with the Company to the extent practicable, 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 and 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 deems deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or HoldersBeneficial Owners) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptmay, following after consultation with the Company to the extent practicable, adopt such other 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 distribution of 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 taxes or governmental charges shall be distributed by the Depositary to the Owners entitled thereto, without unreasonable delay, all in the manner and subject to the conditions set forth described in Section 4.14.01. The Depositary may withhold any distribution of securities under this Section 4.2 4.02 if it has not received satisfactory assurances from the Company that the distribution does not require registration under the Securities Act or is exempt from registration under the provisions of 1933the Securities Act or is exempt from registration under the provisions of the Securities Act. The Depositary may sell, by public or private sale, an amount of To the extent that such securities or other property it would otherwise distribute under or the net proceeds thereof is not effectively distributed to Owners as provided in this Section 4.2 that is sufficient to pay its fees and expenses in respect of that distribution. If a distribution under this Section 4.2 would represent a return of all or substantially all 4.02, the value of the same shall constitute Deposited Securities underlying and each American Depositary SharesShare shall thereafter also represent its proportionate interest in such securities, the Depositary may require surrender of those American Depositary Shares and may require payment of property or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Eventnet proceeds.

Appears in 1 contract

Samples: Deposit Agreement (Inversiones Aguas Metropolitanas S.A.)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.14.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shallDepositary, as promptly as practicable, 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 and 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 reasonably deems deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or HoldersBeneficial Owners) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptmay, following after consultation with the Company to the extent practicable, adopt such other 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 distribution of 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 in accordance with applicable law by the Depositary to the Owners entitled thereto, all in the manner and subject to the conditions set forth described in Section 4.1. The Depositary may withhold any 4.01; provided, however, that no such distribution of securities under to Owners pursuant to this Section 4.2 if it has not received satisfactory assurances from 4.02 shall be unreasonably delayed by any action of the Company Depositary or any of its agents. To the extent 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 such securities or other property it would otherwise distribute under or the net proceeds thereof are not distributed to Owners as provided in this Section 4.2 that is sufficient to pay its fees and expenses paragraph, each American Depositary Share shall thereafter also represent the additional securities or property distributed in respect of that distribution. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying Shares represented by such American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that Share prior to such distribution. A distribution of that kind shall be a Termination Option Event.

Appears in 1 contract

Samples: Deposit Agreement (Netia Holdings Sa/Adr)

Distributions Other Than Cash, Shares or Rights. Subject to ----------------------------------------------- the provisions of Sections 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.14.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shallmay, as promptly as practicableand shall at the request of 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 and 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 manner, after consultation with the Company, to the extent practicable, that the Depositary reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or HoldersBeneficial Owners) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptmay, following after consultation with the Company Company, to the extent practicable, adopt such other 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 distribution of 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, all in the manner and subject to the conditions set forth 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. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event4.01.

Appears in 1 contract

Samples: Deposit Agreement (Logitech International Sa)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections Section 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.1Sections 4.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, 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 and any taxes or other governmental charges, in proportion to the number of American Depositary Shares Shares. representing such Deposited Securities held by each of them respectively, in any manner that the Depositary reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 Company, the Custodian 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 HoldersOwners) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptmay, following after consultation with the Company to the extent practicableCompany, adopt such other 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 distribution of 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, all thereto as in the manner and subject case of a distribution received in cash pursuant to the conditions set forth in Section 4.1. The Depositary may withhold any 4.01; provided, however, that no distribution of securities under to Owners pursuant to this Section 4.2 if it has not received satisfactory assurances from 4.02 shall be unreasonably delayed by any action of the Company that Depositary or any of its agents. To the distribution does not require registration under the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of extent such securities or other property it would otherwise distribute under or the net proceeds thereof are not distributed to Owners as provided in this Section 4.2 that is sufficient to pay its fees and expenses in respect of that distribution. If a distribution under this Section 4.2 would represent a return of all or substantially all 4.02, the value of the same shall constitute Deposited Securities underlying and each American Depositary SharesShare shall thereafter also represent its proportionate interest in such securities, the Depositary may require surrender of those American Depositary Shares and may require payment of property or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Eventnet proceeds.

Appears in 1 contract

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.1Sections 4.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, 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 and 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 deems deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or HoldersBeneficial Owners) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptmay, following after consultation with the Company to the extent practicable, adopt such other 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 distribution of 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, thereto all in the manner and subject to the conditions set forth described in Section 4.1. The Depositary may withhold any 4.01; provided, however, that no distribution of securities under to Owners pursuant to 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, 4.02 shall be unreasonably delayed 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. If a distribution under this Section 4.2 would represent a return of all or substantially all the value any action of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender or any of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Eventits agents.

Appears in 1 contract

Samples: Deposit Agreement (Open Joint Stock Co Long Distance & Internat Comm Rostelecom)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections Section 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.1Sections 4.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, 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 and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 towithout limitation, any requirement that the Company Company, the Depositary or the Depositary Custodian 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 HoldersOwners) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptmay, following after consultation with the Company to the extent practicableCompany, adopt such other method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited towithout limitation, the public or private sale of the securities or property thus received, or any part thereof, and distribution of 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, all thereto as in the manner case of a distribution received in cash pursuant to Section 4.01; and subject provided, further, that no distribution to the conditions set forth in Section 4.1. The Depositary may withhold any distribution of securities under Owners pursuant to 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, 4.02 shall be unreasonably delayed 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. If a distribution under this Section 4.2 would represent a return of all or substantially all the value any action of the Deposited Securities underlying American Depositary Shares, or the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option EventCustodian.

Appears in 1 contract

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.14.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, as promptly as practicable, shall cause the securities or property received by it to be distributed to the Owners entitled thereto, as of the record date fixed pursuant to Section 4.06, after deduction or upon payment of any fees and expenses of the Depositary and 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 reasonably deems Depositary, after consultation with the Company, may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or Holders) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptmay, following after consultation with the Company to the extent practicable, adopt such other 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 distribution of 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, all in the manner and subject to the conditions set forth described in Section 4.14.01. The Depositary may withhold any distribution of securities under this Section 4.2 4.02 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 4.02 that is sufficient to pay its fees and expenses in respect of that distribution. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event.

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 Sections Section 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.1Sections 4.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, 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 and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or HoldersOwners) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptmay, following after consultation with the Company to the extent practicableCompany, adopt such other 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 distribution of 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, all thereto as in the manner and subject case of a distribution received in cash pursuant to the conditions set forth in Section 4.1. The Depositary may withhold any 4.01; provided, however, no distribution of securities under to Owners pursuant to 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, 4.02 shall be unreasonably delayed by public any action 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. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender or any of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Eventits agents.

Appears in 1 contract

Samples: Deposit Agreement (Telemig Celular Participacoes Sa)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections 4.11 and 5.9Section 4.12, whenever the Custodian or the Depositary receives shall receive any distribution other than a distribution distributions described in Section Sections 4.1, 4.3 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of upon any Deposited Securities), the Depositary shall, as promptly as practicable, after Consultation with the Company, 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 and 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 reasonably deems equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 or 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 Company, the Custodian 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 HoldersBeneficial Owners) the Depositary reasonably deems determines that such distribution is not feasible or may not be legally made to be lawful and feasiblesome or all Owners, the Depositary may adoptmay, following consultation Consultation with the Company to the extent practicableCompany, adopt such other method as it may deem deems lawful, equitable and practicable for the purpose of effecting such distribution, including, but not limited to, including the sale (either public or private sale private, at such place or places and upon such terms as it may deem reasonably proper) of the securities or property thus received, or any part thereofthereof and, and distribution of in such case, the net proceeds of any such sale (net of the fees and expenses of shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash; provided in Section 5.9) that any unsold balance of such securities or property shall be distributed by the Depositary to the Owners entitled thereto, all in the manner if such distribution is feasible without withholding for or on account of any taxes or other governmental charges and subject to the conditions set forth 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 without 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 in accordance with such equitable and expenses in respect of that distribution. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, practicable method as the Depositary may require surrender have adopted; provided, further, that no distribution to Owners pursuant to this Section shall be unreasonably delayed by any action of those the Depositary or the Custodian. To the extent such property, or the net proceeds thereof, is not effectively distributed to Owners as provided herein, the same shall constitute Deposited Securities and each American Depositary Shares and may require payment of Share shall thereafter also represent its proportionate interest in such property or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Eventnet proceeds.

Appears in 1 contract

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

AutoNDA by SimpleDocs

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.14.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, as promptly as after consultation with the Company to the 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 and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or HoldersBeneficial Owners) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptmay, following after consultation with the Company to the extent practicable, adopt such other 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 distribution of 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, all in the manner and subject to the conditions set forth described in Section 4.14.01. The Depositary may withhold any distribution of securities under this Section 4.2 4.02 if it has not received reasonably satisfactory assurances from the Company (which may though is not required to be an opinion of United States counsel for 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 4.02 that is sufficient to pay its fees and expenses in respect of that distribution. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event.

Appears in 1 contract

Samples: Deposit Agreement (Hbos PLC)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections Section 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.1Sections 4.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, 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 and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)such distribution; provided, however, that if in the reasonable 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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or HoldersOwners) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptmay, following after consultation with the Company to the extent practicableCompany, adopt such other 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 distribution of 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, all thereto as in the manner and subject to the conditions set forth in Section 4.1. The Depositary may withhold any distribution case 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. If a distribution under received in cash pursuant to Section 4.01; provided, however, no distribution to Owners pursuant to this Section 4.2 would represent a return of all or substantially all the value section 4.02 shall be unreasonably delayed by any action of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender or any of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Eventits 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 Sections 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.14.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, 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 and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or HoldersBeneficial Owners) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adopt, following consultation with the Company to the extent practicable, adopt such other 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 distribution of 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, all in the manner and subject to the conditions set forth described in Section 4.14.01. The Depositary may withhold any distribution of securities under this Subject to Section 4.2 if it has not received satisfactory assurances from 5.08, the Company that shall not be responsible for such distributions (which the distribution does not require registration under Company has paid to the Securities Act Depositary) by the Depositary to Owners 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. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying Receipts evidencing American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event.

Appears in 1 contract

Samples: Deposit Agreement (Toyota Motor Corp/)

Distributions Other Than Cash, Shares or Rights. (a) Subject to the provisions of Sections 4.11 and 5.95.09, whenever the Depositary receives any distribution other than a distribution described in Section 4.14.01, 4.3 4.03 or 4.4 4.04 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited SecuritiesSecurities including, without limitation, in an exchange or conversion transaction constituting a Replacement), the Depositary shall, as promptly as practicable, 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 and 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 reasonably deems equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received); 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 securities received must be registered under the Securities Act of 1933 in order to be distributed to Owners or Holders) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adopt, following consultation with the Company to the extent practicable, adopt such other 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 distribution of the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.95.09) to the Owners entitled thereto, all in the manner and subject to the conditions set forth in Section 4.14.01. The Depositary may withhold any distribution of securities under this Section 4.2 4.02 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 4.02 that is sufficient to pay its fees and expenses in respect of that distribution. . (b) If a distribution to be made under this Section 4.2 4.02 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may may: (i) require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A ; or (ii) sell all Deposited Securities other than the subject distribution and add any net cash proceeds of that kind sale to the distribution, call for surrender of all those American Depositary Shares and require that surrender as a condition of making that distribution. If the Depositary acts under this paragraph, that action shall also be a Termination Option Event.

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 Sections 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.1Sections 4.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, as promptly as practicable, cause the securities or property received by it to be distributed to the Owners entitled thereto, thereto (after deduction or upon payment of any applicable fees and expenses of the Depositary and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 an agent of the Company, the Depositary or the Custodian 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 HoldersOwners) the Depositary reasonably deems such distribution not to be lawful equitable and feasiblepracticable, the Depositary may adoptmay, following after consultation with the Company to the extent practicableCompany, adopt such other 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 distribution of 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, all thereto as in the manner and subject case of a distribution received in cash pursuant to the conditions set forth in Section 4.14.01. The Depositary may withhold any distribution of securities under this Section 4.2 4.02 if it has not received reasonably 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 4.02 that is sufficient to pay its fees and expenses in respect of that distribution. If The Depositary reserves the right to utilize a distribution division, branch or affiliate of JPMorgan Chase Bank, N.A. (“J.X. Xxxxxx”) to direct, manage and/or execute any public and/or private sale of securities under this Section 4.2 would represent Deposit Agreement. Such division, branch and/or affiliate may charge the Depositary a return of all or substantially all the value fee in connection with such sales, which fee is considered an expense of the Deposited Securities underlying American Depositary Sharescontemplated under Section 5.09 hereof. All purchases and sales of securities will be handled by the Depositary in accordance with its then current policies, which are currently set forth in the “Depositary Receipt Sale and Purchase of Security” section of hxxxx://xxx.xxx.xxx/Xxxxxxxxx/FindOutAboutDRs, the location and contents of which the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Eventsolely responsible for.

Appears in 1 contract

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections Section 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.1Sections 4.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, 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 and 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 reasonably deems Depositary, after Consultation with the Company, may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or HoldersBeneficial Owners) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adopt, following consultation with the Company to the extent practicable, adopt such other 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 distribution of 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, all thereto as in the manner and subject case of a distribution received in cash pursuant to the conditions set forth in Section 4.1. The Depositary may withhold any 4.01; provided, however, no distribution of securities under to Owners pursuant to 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, 4.02 shall be unreasonably delayed 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. If a distribution under this Section 4.2 would represent a return of all or substantially all the value any action of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender or any of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Eventits agents.

Appears in 1 contract

Samples: Deposit Agreement (Sodexho Alliance Sa)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.1Sections 4.01, 4.3 a o3 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, 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 and 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 deems deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or HoldersBeneficial Owners) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptmay, following after consultation with the Company to the extent practicable, adopt such other 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 distribution of 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, all in the manner and subject to the conditions set forth described in Section 4.1. The Depositary may withhold any 4.01; provided, however, that no distribution of securities under to Owners pursuant to 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, 4.02 shall be unreasonably delayed 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. If a distribution under this Section 4.2 would represent a return of all or substantially all the value any action of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender or any of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Eventits agents.

Appears in 1 contract

Samples: Deposit Agreement (Ao Surgutneftegas /Fi)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections Section 4.11 and Section 5.9, whenever the Depositary receives shall receive any distribution other than a distribution described in Section Sections 4.1, 4.3 or 4.4 on Deposited Securities (but 4.4, subject to the Issuer having given notice thereof to the Depositary at least 30 days prior to the proposed distribution indicating whether or not in exchange for or in conversion or in lieu of Deposited Securities)it wishes such distribution to be made to Owners, the Depositary shall, as promptly as practicable, 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 and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)such distribution; provided, however, that if the Issuer does not timely request the Depositary to make such distribution, 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 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 Holdersholders) the Depositary reasonably deems such distribution not to be lawful and feasiblereasonably practicable, the Depositary may adopt, following consultation with the Company to the extent practicable, adopt such other method as it may deem equitable and practicable for the purpose of effecting such distribution, distribution including, but not limited to, the public or private sale of the securities or property thus received, or any part thereof, and distribution of 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 all in the manner and subject to the conditions set forth described in Section 4.1. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Owners and holders shall have no rights thereto or arising therefrom. The Depositary may withhold any distribution of securities under this Section 4.2 if it has not received satisfactory assurances from the Company Issuer 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. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event.

Appears in 1 contract

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

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections Section 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.1Sections 4.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, 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 and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or HoldersOwners) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptmay, following after consultation with the Company to the extent practicableCompany, adopt such other 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 distribution of 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, all thereto as in the manner and subject case of a distribution received in cash pursuant to the conditions set forth in Section 4.1. The Depositary may withhold any 4.01; provided, however; no distribution of securities under to Owners pursuant to 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, 4.02 shall be unreasonably delayed 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. If a distribution under this Section 4.2 would represent a return of all or substantially all the value any action of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender or any of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Eventits agents.

Appears in 1 contract

Samples: Deposit Agreement (Tele Norte Leste Participacoes Sa)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.14.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, 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 and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or HoldersBeneficial Owners) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adopt, following consultation with the Company to the extent practicable, adopt such other 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 distribution of 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, all in the manner and subject to the conditions set forth described in Section 4.14.01. The Depositary may withhold any such distribution of securities under this Section 4.2 if it has not received satisfactory assurances from the Company Company, after having requested such assurances from the Company, that the such 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 4.02 that is sufficient to pay its fees and expenses in respect of that distribution. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event.

Appears in 1 contract

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

Distributions Other Than Cash, Shares or Rights. (a) Subject to the provisions of Sections Section 4.11 and Section 5.9, whenever the Depositary receives shall receive any distribution other than a distribution described in Section Sections 4.1, 4.3 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.4, the Depositary shall, as promptly as practicable, 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 and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)such distribution; provided, however, that 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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or Holdersholders and the Depositary has not received an opinion of United States counsel to the Issuer that such Securities have been registered) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adopt, following consultation with the Company to the extent practicable, adopt such other 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 distribution of 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, all thereto as in the manner and subject case of a distribution received in cash; provided, however, that no such distribution to Owners pursuant to this Section 4.2 shall be unreasonably delayed by any action of the conditions set forth Depositary or any of its agents. To the extent that such securities or property or the net proceeds thereof are not effectively distributed to Owners as provided in Section 4.1. The this paragraph, each American Depositary may withhold Share shall thereafter also represent the additional securities or property distributed in respect of the Shares represented by such American Depositary Share prior to such distribution. (b) Notwithstanding paragraph (a) above, whenever the Depositary shall receive 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. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Redeemable Preference Shares, the Depositary may require surrender shall thereupon redeem such Redeemable Preference Shares in cash in accordance with their terms, and the amount of those American cash so received in connection with any such redemption (net of the fees of the Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Sharesas provided in Section 5.9) as a condition of making that distribution. A distribution of that kind shall be distributed by the Depositary to the Owners entitled thereto as in the case of a Termination Option Eventdistribution received in cash.

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 Sections 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.14.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, as promptly as after consultation with the Company to the 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 and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or Holders) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptDepositary, following after consultation with the Company to the extent practicable, may adopt such other 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 distribution of 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, all in the manner and subject to the conditions set forth described in Section 4.14.01; provided, further, that no distribution to Owners pursuant to this Section 4.02 shall be unreasonably delayed by any action of the Depositary. The Depositary may withhold any distribution of securities under this Section 4.2 4.02 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 4.02 that is sufficient to pay its fees and expenses in respect of that distribution. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event.

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 Sections Section 4.11 and Sec­tion 5.9, whenever the Depositary receives shall receive any distribution distribu­tion other than a distribution described in Section Sections 4.1, 4.3 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.4, the Depositary shall, as promptly as practicablepracticable 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 and 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 deems equitable deem equi­table and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 (includinginclud­ing, 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 received must be registered regis­tered under the Securities Act of 1933 in order to be distributed distrib­uted to Owners or HoldersBeneficial Owners) the Depositary or the Company reasonably deems such distribution distribu­tion not to be lawful and feasible, the Depositary may adoptmay, following after consultation with the Company to the extent practicableCompany, adopt such other 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 distribution of 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, all thereto as in the manner and subject case of a distribution re­ceived in cash; provided, however, that no distribution to the conditions set forth in Section 4.1. The Depositary may withhold any distribution of securities under Owners pursuant to 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, shall be unreasonably delayed 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. If a distribution under this Section 4.2 would represent a return of all or substantially all the value any action of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender or any of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Eventits 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 Sections 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.14.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, after consultation with the Company to the extent practicable, 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 and 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 deems deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 or other applicable law in order to be distributed to Owners or HoldersBeneficial Owners) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptmay, following after consultation with the Company to the extent practicable, adopt such other 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 distribution of 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 theretothereto without unreasonable delay, all in the manner and subject to the conditions set forth described in Section 4.14.01. To the extent such securities or property or the net proceeds thereof are not distributed to Owners as provided in this Section 4.02, the same shall constitute Deposited Securities and each American Depositary Share shall thereafter also represent its proportionate interest in such securities, property or net proceeds. The Depositary may withhold any distribution of securities under this Section 4.2 4.02 if it has not received reasonably satisfactory assurances from the Company that the distribution does not require registration under the Securities Act of 1933Act. 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 4.02 that is sufficient to pay its fees and expenses in respect of that distribution. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event.

Appears in 1 contract

Samples: Deposit Agreement (Triunfo Holding & Investments)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections 4.11 and 5.9, whenever the Depositary receives any distribution other than a distribution described in Section 4.1, 4.3 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities), the Depositary shall, as promptly as after consultation with the Company to the 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 and 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 reasonably deems equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received); 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 securities received must be registered under the Securities Act of 1933 in order to be distributed to Owners or Holders) the Depositary reasonably Depositary, after consultation with the Company to the extent practicable, deems such distribution not to be lawful and feasible, the Depositary may adopt, following consultation with the Company to the extent practicable, adopt such other 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 distribution of the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section 5.9) to the Owners entitled thereto, all in the manner and subject to the conditions set forth 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. If a distribution to be made under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may may: (i) require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A ; or (ii) sell all Deposited Securities other than the subject distribution and add any net cash proceeds of that kind sale to the distribution, call for surrender of all those American Depositary Shares and require that surrender as a condition of making that distribution. If the Depositary acts under this paragraph, that action shall also be a Termination Option Event.

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 Sections 4.11 and 5.9, whenever the Depositary receives Custodian shall receive any distribution other than a distribution described cash, Shares or rights in Section 4.1, 4.3 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu respect of any Deposited Securities), the Depositary shall, as promptly as practicableafter consultation with the Company, and after the Company has obtained opinion(s) of counsel reasonably satisfactory to the Depositary that the proposed distribution does not violate any applicable laws 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 of any fees and expenses as of the Depositary and any taxes or other governmental chargesrecord date fixed pursuant to Section 4.09 hereof, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution such distribution, after deduction or upon payment of depositary shares representing any fees and expenses of the securities received)Depositary or any taxes or other governmental charge; provided, however, that that, if in the reasonable 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 received or exchange control regulations or law such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Owners or Holders) ), the Depositary reasonably deems all or any portion of such distribution not to be lawful and feasible, the Depositary may adoptshall, following after consultation with the Company to the extent practicable, adopt such other method as it may deem equitable and practicable for the purpose of effecting such distributiondistribution or paying such taxes or governmental charge and may rely on such advice, 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 in Section 5.9) to the Owners entitled thereto, all in the manner and subject to the conditions set forth in Section 4.1. The 5.09 or Exhibit B hereof) by the Depositary may withhold to the Holders entitled thereto as in the case of a distribution received in cash, provided that any unsold balance of such securities or property shall be distributed by the Depositary to the Holders entitled thereto, if such distribution is feasible without withholding for or on account of securities under this Section 4.2 if it has not received satisfactory assurances from the Company that the distribution does not require any taxes or other governmental charges and without registration under the Securities Act of 1933. The Depositary may sellAct, 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 in accordance with such equitable and expenses in respect of that distribution. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, practicable method as the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Eventhave adopted.

Appears in 1 contract

Samples: Deposit Agreement (Edp Energias De Portugal Sa)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections 4.11 and 5.95.09, whenever the Depositary receives shall receive any distribution other than a distribution described in Section 4.14.01, 4.3 4.03 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.04, the Depositary shall, as promptly as practicable, 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 and or any taxes or other governmental charges, in proportion to the number of American Global Depositary Shares representing such Deposited Securities evidenced by Receipts held by them respectively, in any manner that the Depositary reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or HoldersBeneficial Owners) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adopt, following consultation with the Company to the extent practicable, adopt such other 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 distribution of 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, all in the manner and subject to the conditions described in Section 4.01. Each beneficial owner of Receipts or Shares so distributed shall be deemed to have acknowledged that the Shares have not been registered under the Securities Act and to have agreed to comply with the restrictions on transfer described in the form of legend set forth in Section 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. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Event2.01 hereof.

Appears in 1 contract

Samples: Global Deposit Agreement (Spark Networks PLC)

Distributions Other Than Cash, Shares or Rights. Subject to the provisions of Sections Section 4.11 and Section 5.9, whenever the Depositary receives shall receive any distribution other than a distribution described in Section Sections 4.1, 4.3 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities)4.4, the Depositary shallDepositary, as promptly as after consultation with the Company to the 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 and 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 reasonably deems may deem equitable and practicable for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received)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 received must be registered under the Securities Act of 1933 in order to be distributed to Owners or Holdersholders) the Depositary reasonably deems such distribution not to be lawful and feasible, the Depositary may adoptDepositary, following after consultation with the Company to the extent reasonably practicable, may adopt such other 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 distribution of 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, all thereto as in the manner and subject to the conditions set forth in Section 4.1. The Depositary may withhold any distribution case 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. If a distribution under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary may require surrender of those American Depositary Shares and may require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares) as a condition of making that distribution. A distribution of that kind shall be a Termination Option Eventreceived in cash.

Appears in 1 contract

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

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!