Common use of Dividends and Distributions; Rights Clause in Contracts

Dividends and Distributions; Rights. Whenever the Depositary shall receive any cash dividend or other cash distribution on the Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto and, subject to the provisions of the Deposit Agreement, convert such dividend or distribution into United States dollars and will distribute the amount thus received (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary in respect of taxes. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto, or may not be so convertible for all of the Holders entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance for the account of, the Holders entitled thereto. If in the opinion of the Depositary any distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company’s approval, and shall if the Company shall so request, distribute to the Holders entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional American Depositary Shares representing the number of Shares received as such dividend or free distribution. In lieu of delivering fractional American Depositary Shares in any such case, the Depositary will sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders entitled thereto. If additional American Depositary Shares are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will have discretion as to whether such rights are to be made available to the Holders of Receipts; provided, however, that the Depositary will, if requested by the Company, either (a) make such rights available to Holders by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and allocate the proceeds of such sales for account of the Holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary Shares, or otherwise.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (CRH Public LTD Co), Deposit Agreement (CRH Public LTD Co)

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Dividends and Distributions; Rights. Whenever the Depositary shall receive any cash dividend or other cash distribution on the Deposited Securities, the Depositary willshall, if at the time of receipt thereof any amounts received in a foreign currency other than United States dollars can in the judgment of the Depositary be converted on a reasonable basis into United States dollars distributable transferable to the Holders entitled thereto United States, and, subject to the provisions of the Deposit Agreement, convert such dividend or distribution into United States dollars and will shall distribute the amount thus received (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders of Receipts entitled thereto, thereto in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that the amount distributed will shall be reduced by any amounts required to be withheld by the Company Company, its agent or the Depositary in respect on account of taxes. If in the judgment of the Depositary amounts received in foreign currency other than United States dollars may not be converted on a reasonable basis into United States dollars distributable transferable to the Holders entitled theretoUnited States, or may not be so convertible for all of the Holders of Receipts entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders of Receipts entitled thereto and may distribute the balance of the foreign such currency received and not so convertible by the Depositary to, or hold such balance for the account of, the Holders of Receipts entitled thereto. If in the opinion of the Depositary any distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable for the purpose of effecting such distribution, including the sale (at public or private sale, at such place or places and upon such terms as it may deem proper) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders of Receipts entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company’s 's approval, and shall if the Company shall so request, distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number of Shares received as such dividend or free distribution. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will may sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders of Receipts entitled thereto. If additional American Depositary Shares Receipts are not so distributed (except as pursuant to provided in the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will shall have discretion as to whether such rights are to be made available to the Holders of Receipts; provided, however, that the Depositary willshall, if requested by the Company, either (a) make such rights available to Holders of Receipts by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and allocate the proceeds of any such sales sale for account of the Holders of Receipts otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions restrictions, or the date of delivery of any American Depositary SharesReceipt or Receipts, or otherwise.

Appears in 3 contracts

Samples: Sandvik Ab And (Citibank,N.A./ADR), Deposit Agreement (Sandvik Ab /Fi), Deposit Agreement (Sandvik Ab /Fi)

Dividends and Distributions; Rights. Whenever the Depositary shall receive any cash dividend or other cash distribution on the Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States dollars distributable transferable to the Holders entitled thereto andUnited States, and subject to the provisions of the Deposit Agreement, convert such dividend or distribution into United States dollars and will distribute the amount thus received (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders of Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary in respect on account of taxes. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars distributable transferable to the Holders entitled theretoUnited States, or may not be so convertible for all of the Holders of Receipts entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders of Receipts entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance for the account of, the Holders of Receipts entitled thereto. If in the opinion of the Depositary any distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders of Receipts entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company’s approval, and shall if the Company shall so request, distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number of Shares received as such dividend or free distribution. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will may sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders of Receipts entitled thereto. If additional American Depositary Shares Receipts are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will shall have discretion as to whether such rights are to be made available to the Holders of Receipts; provided, however, that the Depositary will, if requested by the Company, either (a) make such rights available to Holders of Receipts by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and allocate the proceeds of such sales for account of the Holders of Receipts otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions restrictions, or the date of delivery of any American Depositary SharesReceipt or Receipts, or otherwise. If the Depositary is unable to make any rights available to Holders upon the terms described in clause (a) of this paragraph (14) or to arrange for the sale of the rights upon the terms described in clause (b) of this paragraph (14), the Depositary shall allow such rights to lapse. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or practicable to make such rights available to Holders in general or any Holders in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or exercise, or (iii) the content of any materials forwarded to the Holders on behalf of the Company in connection with the rights distribution. Notwithstanding anything to the contrary in this Receipt or the Deposit Agreement, if registration under the Securities Act of 1933 of the securities to which any rights relate is required in order for the Company to offer such rights to Holders of Receipts and sell the securities represented by such rights, the Depositary will not offer such rights to the Holders of Receipts unless and until such a registration statement is in effect, or unless the offering and sale of such securities to the Holders of such Receipts are exempt from registration under the provisions of such Act. There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to exercise rights on the same terms and conditions as the holders of Shares or be able to exercise such rights. Nothing herein shall obligate the Company to file any registration statement in respect of any rights or Shares or other securities to be acquired upon the exercise of such rights.

Appears in 2 contracts

Samples: Deposit Agreement (Ericsson Lm Telephone Co), Deposit Agreement (Ericsson Lm Telephone Co)

Dividends and Distributions; Rights. Whenever the Company intends to make a distribution of a cash dividend or other cash distribution, the Company shall give timely notice thereof to the Depositary specifying, inter alia, the record date applicable for determining the holders of Deposited Securities entitled to receive such distribution. Whenever the Custodian shall receive any cash dividend or other cash distribution by the Company on the any Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto andCustodian shall, subject to the provisions of Section 4.06 of the Deposit Agreement, convert such dividend or distribution into United States dollars Dollars and will distribute shall remit the amount thus received (less any reasonable expenses incurred by to the Depositary in converting which shall distribute such foreign currency) amount to the Holders of ADSs entitled thereto, thereto in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that in the event that the Company, the Custodian or the Depositary shall be required to withhold and does withhold from any cash dividend or other cash-distribution in respect of any Deposited Securities an amount on account of taxes, the amount distributed will to the Holder of ADSs representing such Deposited Securities shall be reduced accordingly. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder of ADSs a fraction of one cent, and any balance not so distributable shall be held by any the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders of ADSs then outstanding. The Company or its agent or the Depositary or its agent, as appropriate, will remit to the appropriate governmental authority or agency in Sweden all amounts required withheld and owing to be withheld by such authority or agency. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental authorities or agencies. Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary in respect and shall indicate whether or not it wishes such distribution to be made to Holders of taxesADSs. If in Whenever the judgment of Custodian shall receive any distribution other than cash or Class A Shares upon any Deposited Securities, the Depositary amounts shall cause the securities or property received in foreign currency may not by the Custodian to be converted on a reasonable basis into United States dollars distributable distributed to the Holders of ADSs entitled thereto, or may not be so convertible for all in proportion to the number of the Holders entitled theretoAmerican Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may in its discretion make deem practicable for accomplishing such conversiondistribution; provided, however, that if any, and distribution in United States dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance for the account of, the Holders entitled thereto. If in the opinion of the Depositary any it cannot cause such securities or property to be distributed or such distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders of ADSs entitled thereto, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems such distribution not to be feasiblepracticable, the Depositary may may, in consultation with the Company, adopt such method as it may deem equitable practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will shall be distributed by the Depositary to the Holders of ADSs entitled thereto as in the case of a distribution received in cash. Whenever the Company intends to make a distribution that consists of a dividend in, or free distribution of, Shares, the Company shall give timely notice thereof to the Depositary, specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such distribution. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Class A Shares, the Depositary may may, with the Company’s approval, and shall shall, if the Company shall so request, distribute to the Holders of outstanding ADSs entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional American Depositary Shares ADSs representing the number of Class A Shares received as such dividend or free distribution. In lieu of delivering fractional American Depositary Shares in any such case, the Depositary will shall sell the number of Class A Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may all in the judgment manner and subject to the conditions described in Section 4.02 of the Depositary be achieved on a reasonable basis), to the Holders entitled theretoDeposit Agreement. If additional American Depositary Shares ADSs are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Class A Shares distributed upon the Deposited Securities represented thereby. In the event that Whenever the Company shall offer or cause intends to be offered distribute to the holders of any the Deposited Securities any rights to subscribe for additional Shares or any rights of any other natureShares, the Company shall give timely notice thereof to the Depositary will have discretion as specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such distribution and whether or not it wishes such rights are to be made available to Holders of ADSs. The Depositary shall have discretion as to the procedure to be followed in making such rights available to the Holders of ReceiptsADSs or in disposing of such rights on behalf of such Holders and making the net proceeds available in Dollars to such Holders; provided, however, that the Depositary will, if requested by the Company, either (a) make such rights available to Holders by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms take action as the Depositary may deem proper, and allocate the proceeds of such sales for account of the Holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary Shares, or otherwise.follows:

Appears in 2 contracts

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

Dividends and Distributions; Rights. Whenever the Depositary shall receive is notified by the Custodian of the receipt of any cash dividend or other cash distribution on the Deposited Securitiesdividend, the Depositary will, or will cause its agent to, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary (in light of applicable law) be converted on a reasonable basis into United States dollars distributable to the Holders of Receipts entitled thereto and, subject to the provisions of the Deposit Agreement, convert such dividend or distribution into United States dollars and will distribute the amount thus received (less any reasonable and customary expenses incurred by the Depositary in converting such foreign currency) to the Holders of Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectivelyrespectively after deduction or upon payment of the fees and expenses of the Depositary as set forth in Paragraph (6) hereof; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary in respect of taxestaxes or other governmental charges. If in the judgment of the Depositary amounts received in foreign currency may not (in light of applicable law) be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto, or may not be so convertible for all of the Holders Receipts entitled thereto, the Depositary may in its discretion shall (a) as to that portion of the foreign currency that is convertible into dollars, make such conversionconversion and, if permitted by applicable law, transfer such dollars to the United States for distribution to Holders in accordance with the terms of the Deposit Agreement and (b) as to the nonconvertible balance, if any, and distribution (i) if requested in United States dollars to the extent permissible to the Holders entitled thereto and may writing by a Holder, distribute the balance of the foreign currency (or an appropriate document evidencing the right to receive such foreign currency) received and not so convertible by by(,) the Depositary to, or Custodian to such Holder and (ii) hold such balance any amounts of nonconvertible foreign currency not distributed (iii) uninvested and without liability for interest thereon for the account respective accounts of, the Holders entitled thereto. If in to receive the opinion of the Depositary any distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cashsame. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company’s 's approval, and shall if the Company shall so request, distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them them, respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number of Shares received as such dividend or free distribution. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may (in light of applicable law) in the judgment of the Depositary be achieved on a reasonable basis), to the Holders of Receipts entitled thereto. If additional American Depositary Shares Receipts are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders Holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will have discretion as to whether such rights are to be made available to the Holders of Receipts; providedDepositary, however, that the Depositary will, if requested by after consultation with the Company, will either (a) make such rights available to Holders of Receipts by means of warrants or otherwise, if lawful and feasiblefeasible after deduction or upon payment of the fees and expenses of the Depositary as set forth in Paragraph (6) hereof, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, use its best efforts (subject to the limitations set forth in the Deposit Agreement) to sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms (including public or private sale) as the Depositary may reasonably deem proper, and after deduction or upon payment of the fees and expenses of the Depositary, allocate the net proceeds of such sales sales, as in the case of a cash distribution, for account of the Holders of Receipts otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary Shares, or otherwisethereto.

Appears in 2 contracts

Samples: Deposit Agreement (Groupe Danone), Deposit Agreement (Groupe Danone)

Dividends and Distributions; Rights. Whenever the Depositary shall receive or the Custodian receives any cash dividend or other cash distribution on the Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can can, in the judgment of the Depositary Depositary, be converted on a reasonable basis into United States dollars Dollars distributable to the Holders of Receipts entitled thereto and, subject to the provisions of the Deposit Agreement, convert or cause to be converted as promptly as practicable such dividend or distribution into United States dollars Dollars and will distribute the amount (net of the expenses of the Depositary as provided in Section 5.10 of the Deposit Agreement) thus received (less any reasonable expenses incurred by the Depositary or the Custodian in converting such foreign currency) to the Holders of Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary in respect of taxestaxes or other governmental charges. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars Dollars distributable to the Holders of Receipts entitled thereto, or may not be so convertible for all of the Holders of Receipts entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars Dollars to the extent permissible to the Holders of Receipts entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the account of, the Holders of Receipts entitled thereto; provided, however, that if requested in writing by a Holder entitled thereto, the Depositary shall distribute the foreign currency to such Holder as promptly as practicable. Whenever the Custodian receives any distribution other than cash or Shares upon any Deposited Securities, the Depositary will as promptly as practicable cause such securities or property to be distributed to the Holders of Receipts entitled thereto in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary any distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary Depositary, after consultation with the Company, may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders of Receipts entitled thereto as in the case of a distribution received in cash. No such distribution to Holders pursuant to Section 4.02 of the Deposit Agreement shall be unreasonably delayed by any action of the Depositary or any of its agents. In the event that holders of Shares are granted the option to receive dividends on such Shares in the form of cash or additional Shares, Holders of Receipts shall be entitled to receive such option only with the Company's prior written approval, subject to the terms of the Deposit Agreement. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company’s 's approval, and shall if the Company shall so request, distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them them, respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number of Shares received as such dividend or free distribution. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars Dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders of Receipts entitled thereto. If additional American Depositary Shares Receipts are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary Depositary, after consultation with the Company, will have discretion as to whether such rights are to be made available to the Holders of Receipts; provided, however, that the Depositary will, if requested by the Company, either (a) make such rights available to Holders of Receipts by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, use its best efforts (subject to the limitations set forth in the Deposit Agreement) to sell such rights or warrants or other instruments at public or private salesales, at such place or places and upon such terms as the Depositary may deem proper, and after deduction or upon payment of the fees of the Depositary as provided in the Deposit Agreement, allocate the net proceeds of such sales sales, as in the case of a cash distribution, for account the accounts of the Holders of Receipts otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary SharesReceipt or Receipts, or otherwise.

Appears in 2 contracts

Samples: Deposit Agreement (Alcatel), Deposit Agreement (Alcatel)

Dividends and Distributions; Rights. Whenever the Depositary shall receive any cash dividend or other cash distribution on the Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted Converted on a reasonable basis into United States dollars distributable transferable to the Holders entitled thereto United States and, subject to the provisions of the Deposit Agreement, convert such dividend or distribution into United States dollars and will distribute the amount thus received (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders of Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary in respect on account of taxes. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars distributable transferable to the Holders entitled theretoUnited States, or may not be so convertible for all of the Holders of Receipts entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders of Receipts entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance for the account of, the Holders of Receipts entitled thereto. If in the opinion of the Depositary any distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders of Receipts entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company’s 's approval, and shall if the Company shall so request, distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number of Shares received as such dividend or free distribution. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will may sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders of Receipts entitled thereto. If additional American Depositary Shares Receipts are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will shall have discretion as to whether such rights are to be made available to the Holders of Receipts; provided, however, that the Depositary will, if requested by the Company, either (a) make such rights available to Holders of Receipts by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and allocate the proceeds of such sales for account of the Holders of Receipts otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions restrictions, or the date of delivery of any American Depositary SharesReceipt or Receipts, or otherwise.

Appears in 2 contracts

Samples: Deposit Agreement (Ericsson Lm Telephone Co), Deposit Agreement (Ericsson Lm Telephone Co)

Dividends and Distributions; Rights. Whenever the Depositary shall receive or the Custodian receives any cash dividend or other cash distribution on the Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can can, in the judgment of the Depositary Depositary, be converted on a reasonable basis into United States dollars Dollars distributable to the Holders of American Depositary Shares entitled thereto andand the resulting Dollars transferred to the United States, subject to the provisions of the Deposit Agreement, convert or cause to be converted, as promptly as practicable, such dividend or distribution into United States dollars Dollars and will distribute the amount thus received (less any reasonable expenses incurred by the Depositary or the Custodian in converting such foreign currency) to the Holders of American Depositary Shares entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary in respect of taxestaxes or other governmental charges. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars Dollars distributable to the Holders of American Depositary Shares entitled thereto, or if any approval or license of any government or authority or agency thereof which is required for such conversion is denied or in the opinion of the Depositary is not obtainable, or if any such approval or license is not obtained within a reasonable period as determined by the Depositary, or may not be so convertible for all of the Holders of American Depositary Shares entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars Dollars to the extent permissible to the Holders of American Depositary Shares entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the account of, the Holders of American Depositary Shares. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent. Any such fractional amount shall be rounded to the nearest whole cent and so distributed to the Holder entitled thereto. Whenever the Custodian receives any distribution other than cash or Shares upon any Deposited Securities, the Depositary will as promptly as practicable cause such securities or property to be distributed to the Holders of American Depositary Shares entitled thereto in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary any distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders of American Depositary Shares entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary Depositary, after consultation with the Company, may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders of American Depositary Shares 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 of American Depositary Shares entitled thereto in accordance with such equitable and practicable method as the Depositary shall have adopted. No such distribution to Holders pursuant to Section 4.02 of the Deposit Agreement shall be unreasonably delayed by any action of the Depositary or any of its agents. In the event that holders of Shares are granted the option to receive dividends on such Shares in the form of cash or additional Shares, Holders of American Depositary Shares shall be entitled to exercise such option only with the Company's prior written approval, subject to the terms of the Deposit Agreement. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may may, with the Company’s 's approval, and shall shall, if the Company shall so request, distribute to the Holders entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them them, respectively, additional an aggregate number of American Depositary Shares representing the number of Shares received as such dividend or free distribution. In lieu of delivering fractional American Depositary Shares in any such case, the Depositary will sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars Dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders of American Depositary Shares entitled thereto. If additional American Depositary Shares are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary Depositary, after consultation with the Company, will have discretion as to whether such rights are to be made available to the Holders of ReceiptsAmerican Depositary Shares; provided, however, that the Depositary will, if requested by the Company, either (a) make such rights available to Holders of American Depositary Shares by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, use its best efforts (subject to the limitations set forth in the Deposit Agreement) to sell such rights or warrants or other instruments at public or private salesales, at such place or places and upon such terms as the Depositary may deem proper, and after deduction or upon payment of the fees of the Depositary as provided in the Deposit Agreement, allocate the net proceeds of such sales sales, as in the case of a cash distribution, for account the accounts of the Holders of American Depositary Shares otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary Shares, or otherwise.

Appears in 2 contracts

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

Dividends and Distributions; Rights. Whenever the Custodian or Depositary shall receive any cash dividend or other cash distribution on the Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency other than United States dollars can in the judgment of the Depositary be converted on a reasonable basis into United States dollars distributable transferable to the Holders entitled thereto United States, and, subject to the provisions of the Deposit Agreement, convert or cause to be converted such dividend or distribution into United States dollars and will shall distribute the amount thus received (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders of Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that the amount distributed will shall be reduced by any amounts required to be withheld by the Company Company, its agent or the Depositary in respect or a Custodian on account of taxes. If in the judgment of the Depositary amounts received in foreign currency other than United States dollars may not be converted on a reasonable basis into United States dollars distributable transferable to the Holders entitled theretoUnited States, or may not be so convertible for all of the Holders of Receipts entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders of Receipts entitled thereto and may distribute the balance of the foreign such currency received and not so convertible by the Depositary to, or hold such balance for the account respective accounts of, the Holders of Receipts entitled thereto. If Whenever a Custodian shall receive any distribution other than cash, Shares or rights upon any Deposited Securities, the Depositary will cause the securities or property received by such Custodian to be distributed to the Holders of Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary deems equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary any such distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may may, with the approval of the Company, adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale, at such place or places and upon such terms as it may deem proper) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders of Receipts entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may may, with the Company’s 's approval, and shall will, if the Company shall so request, distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number of Shares received as such dividend or free distribution. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will may sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders of Receipts entitled thereto. If additional American Depositary Shares Receipts are not so distributed (except as pursuant to provided in the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. Notwithstanding the foregoing, in the event that the Depositary determines that a distribution in Shares may not legally be made to some or all Holders of Receipts, the Depositary may sell such Shares and remit the proceeds thereof to the Holders of Receipts entitled thereto as in the case of a distribution in cash. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will have discretion as to whether such rights are to be made available to the Holders of Receipts; providedshall, however, that the Depositary will, if requested by after consultation with the Company, either (a) make such rights available to Holders of Receipts by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and allocate the proceeds of any such sales sale for account of the Holders of Receipts otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions restrictions, or the date of delivery of any American Depositary SharesReceipt or Receipts, or otherwise. If the Depositary determines that it is not lawful and feasible to make any such rights available to Holders or to sell any such rights as described above, the Depositary will allow such rights to lapse. If the registration of the securities to which such rights relate is required under the Securities Act of 1933, no rights shall be made available to Holders in the United States or to any U.S. person (each as defined in Regulation S under the Securities Act of 1933) unless such securities are registered or exempt from registration under such Act, provided, that the Company will have no obligation to file a registration statement or endeavor to have a registration statement declared effective.

Appears in 2 contracts

Samples: Deposit Agreement (Petroleum Geo Services Asa), Deposit Agreement (Petroleum Geo Services Asa)

Dividends and Distributions; Rights. Whenever the Custodian or the Depositary shall receive receives any cash dividend or other cash distribution on the in respect of any Deposited Securities, the Depositary will, shall (if at the time of the receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into dollars which can, at the time of receipt thereof be transferred to the United States dollars distributable and distributed to the Holders entitled thereto and, subject to the provisions of the Deposit Agreement, convert thereto) cause such dividend or distribution to be converted into United States dollars and will distribute promptly the amount thus received (less any reasonable and customary expenses incurred by the Depositary in converting such foreign currency) to the Holders entitled thereto, thereto in proportion to the number of American Depositary Shares GDSs representing such Deposited Securities held by them respectively, after deduction or upon payment of the fees and expenses of the Depositary; provided, however, that in the event that the Company, the Custodian or the Depositary shall be required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes or other governmental charges, the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary Holders in respect of taxesthe GDSs representing such Deposited Securities shall be reduced accordingly. If in the judgment of at any time the Depositary amounts received determines that in its judgment any foreign currency may received by it is not be converted convertible on a reasonable basis into United States dollars distributable to the Holders entitled thereto, or may not be so convertible for all of the Holders entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders entitled thereto for whom such conversion and distribution is practicable and may distribute the balance of the foreign currency (or any appropriate document evidencing the right to receive such foreign currency) received and not so convertible by the Depositary to, or hold such balance for the account respective accounts of, the Holders for whom such conversion and distribution is not practicable. Whenever the Custodian shall receive any distribution other than cash, Shares or rights upon any Deposited Securities, the Depositary shall cause the securities or property received by the Custodian to be distributed to the Holders entitled thereto. If , after deduction or upon payment of the fees and expenses of the Depositary, in proportion to the number of GDSs representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary any it cannot cause such securities or property to be distributed or such distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders of Physical GDSs entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will shall be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may may, with the Company’s 's approval, and shall shall, if the Company shall so request, either (i) distribute to the Holders entitled thereto, in proportion to the number of American Depositary Shares GDSs representing such Deposited Securities held by them respectively, additional American Depositary Shares GDRs for an aggregate number of GDSs representing the number of Shares received as such dividend or free distribution, or (ii) reflect on the records of the Depositary such increase in the aggregate number of GDSs representing such Shares, in either case after deduction or upon payment of the fees and expenses of the Depositary; provided, however, that if for any reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the Shares thus received, or any part thereof, and the net proceeds of any such sale shall be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. In lieu of delivering issuing GDRs for fractional American Depositary Shares GDSs in any such case, the Depositary will shall sell the number of Shares represented by the aggregate of such fractions and distribute (if at the time of receipt thereof such distribution can be made into the United States to the Holders entitled thereto) the net proceeds, proceeds converted into United States dollars if not in such dollars (if if, at the time of receipt thereof such conversion amounts may in the judgment of the Depositary be achieved converted on a reasonable basisbasis into dollars), to the Holders holders entitled thereto. If additional American Depositary Shares GDRs are not so distributed (except as pursuant to the preceding sentence), or such change in the records of the Depositary is not made, each American Depositary Share GDS shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will Depositary, after consultation with the Company, shall have discretion as to whether the procedure to be followed in making such rights are to be made available to the Holders entitled thereto, subject to Section 5.09 of Receiptsthe Deposit Agreement, or in disposing of such rights on behalf of such Holders and making the net proceeds available in cash to such Holders or, if by the terms of such rights offering or by reason of applicable law, the Depositary may neither make such rights available to such Holders nor dispose of such rights and make the net proceeds available to such Holders, then the Depositary shall allow the rights to lapse; provided, however, that the Depositary will, if requested by the Company, either (a) make such rights available to all or certain Holders or Beneficial Owners by means of warrants or otherwise, if lawful and feasible, after deduction or upon payment of the fees and expenses of the Depositary, (b) if making such rights available to certain Holders or Beneficial Owners is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, make reasonable efforts to sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and after deduction or upon payment of the fees and expenses of the Depositary, allocate the net proceeds of such sales for the account of the Holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary SharesGDR or GDRs, or otherwiseotherwise or (c) if it is lawful and feasible, the Depositary may, in its discretion, after deduction or upon payment of the fees and expenses of the Depositary, and upon provision of any documents, statements or certificates that it may specify, take such action as is necessary for certain of the rights to be exercised and the securities obtained upon the exercise thereof to be sold under Regulation S or to be resold under Rule 144A, or privately placed with those Holders or Beneficial Owners to whom such sales or resales may be made or with whom such private placement may be made without the rights or the securities to which such rights relate being registered under the Securities Act.

Appears in 2 contracts

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

Dividends and Distributions; Rights. Whenever the Depositary shall receive any cash dividend or other cash distribution on the Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States dollars distributable transferable to the Holders entitled thereto andUnited States, and subject to the provisions of the Deposit Agreement, convert such dividend or distribution into United States dollars and will distribute the amount thus received (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders of Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary in respect on account of taxes. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars distributable transferable to the Holders entitled theretoUnited States, or may not be so convertible for all of the Holders of Receipts entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders of Receipts entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance for the account of, the Holders of Receipts entitled thereto. If in the opinion of the Depositary any distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders of Receipts entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company’s 's approval, and shall if the Company shall so request, distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number of Shares received as such dividend or free distribution. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will may sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders of Receipts entitled thereto. If additional American Depositary Shares Receipts are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will shall have discretion as to whether such rights are to be made available to the Holders of Receipts; provided, however, that the Depositary will, if requested by the Company, either (a) make such rights available to Holders of Receipts by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and allocate the proceeds of such sales for account of the Holders of Receipts otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions restrictions, or the date of delivery of any American Depositary SharesReceipt or Receipts, or otherwise. If the Depositary is unable to make any rights available to Holders upon the terms described in clause (a) of this paragraph (14) or to arrange for the sale of the rights upon the terms described in clause (b) of this paragraph (14), the Depositary shall allow such rights to lapse. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or practicable to make such rights available to Holders in general or any Holders in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or exercise, or (iii) the content of any materials forwarded to the Holders on behalf of the Company in connection with the rights distribution. Notwithstanding anything to the contrary in this Receipt or the Deposit Agreement, if registration under the Securities Act of 1933 of the securities to which any rights relate is required in order for the Company to offer such rights to Holders of Receipts and sell the securities represented by such rights, the Depositary will not offer such rights to the Holders of Receipts unless and until such a registration statement is in effect, or unless the offering and sale of such securities to the Holders of such Receipts are exempt from registration under the provisions of such Act. There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to exercise rights on the same terms and conditions as the holders of Shares or be able to exercise such rights. Nothing herein shall obligate the Company to file any registration statement in respect of any rights or Shares or other securities to be acquired upon the exercise of such rights.

Appears in 2 contracts

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

Dividends and Distributions; Rights. Whenever the Depositary or the Custodian shall receive any cash dividend foreign currency, by way of dividends or other cash distribution on distributions or the Deposited Securitiesnet proceeds from the sale of securities, the Depositary willproperty or rights, if at the time of receipt thereof any amounts received in a foreign currency can which in the judgment of the Depositary can at such time be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto and transferable to the United States, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such foreign currency into dollars, and, subject to the provisions of the Deposit Agreement, convert shall distribute such dividend or distribution into United States dollars and will distribute the amount thus received (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders entitled theretothereto or, in proportion if the Depositary shall have distributed any warrants or other instruments that entitle the holders thereof to such dollars, then to the number holders of American such warrants and/or instruments upon surrender thereof for cancellation. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders because of any application of exchange restrictions or otherwise. The Depositary Shares representing shall distribute only such Deposited Securities held by them respectively; providedamount, however, that the amount as can be distributed will without attributing to any Holder a fraction of one cent, and any balance not so distributable shall be reduced by any amounts required to be withheld held by the Company or Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary in respect for distribution to the Holders of taxesReceipts then outstanding. If in the judgment of the Depositary Depositary, amounts received in foreign currency other than United States dollars may not be converted on a reasonable basis into United States dollars distributable transferable to the Holders entitled theretoUnited States, or may not be so convertible for all of the Holders of Receipts entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders of Receipts entitled thereto and may distribute the balance of the foreign such currency received and not so convertible by the Depositary to, or hold such balance balance, without liability for interest thereon, for the account of, the Holders of Receipts entitled thereto. If If, in the opinion of the Depositary any distribution other than cash cash, Stock or Shares rights upon any Deposited Securities cannot be made proportionately among the Holders of Receipts entitled thereto, or if for any other reason (including, without limitation any requirement (i) that the Company, the Depositary or the Custodian withhold an amount on account of taxes or other governmental charges, (ii) under applicable securities or exchange control regulations or law, or (iii) that such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders) the Depositary, after consultation with the Company if practicable, deems such distribution not to be feasible, the Depositary may adopt such method as it may deem deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale, at such place or places and upon such terms as it may deem proper or in accordance with applicable law) of the securities or property thus received, or any part thereof, and and, in such case, the net proceeds of any such sale will shall be distributed by the Depositary to the Holders of Receipts entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, SharesStock, the Depositary may in its discretion upon prior consultation with and approval of the Company’s approval, and shall shall, if the Company shall so request, distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number amount of Shares Stock received as such dividend or free distributiondistribution subject to the terms of the Deposit Agreement. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will may sell the number amount of Shares Stock represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders entitled thereto. If additional American Depositary Shares Receipts are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Shares Stock distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares Stock or any rights of any other nature, the Depositary will have discretion as to whether such rights are to be made available to may, after consultation with the Holders of Receipts; providedCompany, however, that the Depositary willand, if requested in writing by the Company, either shall, take action, subject to the terms of this Deposit Agreement, as follows: (ai) if at the time of the offering of any rights the Depositary determines that it is lawful and feasible to make such rights available to Holders of Receipts by means of warrants or otherwise, if lawful and the Depositary shall distribute warrants or other instruments therefor in such form as it may determine to the Holders entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities, or employ such other method as it may deem feasible, after consultation with the Company, in order to facilitate the exercise, sale or transfer of rights by such Holders; or (bii) if making such at the time of the offering of any rights available the Depositary determines that it is not lawful or not feasiblefeasible to make such rights available to Holders of Receipts by means of warrants or otherwise, or if the rights represented by such warrants or such other instruments are not exercised and appear to be about to lapse, the Depositary in its discretion may sell such rights or such warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary it may deem proper, in accordance with applicable law, and may allocate the proceeds of any such sales sale (net of the expenses of the Depositary incurred in connection therewith) for account the accounts of the Holders of Receipts otherwise entitled thereto to such rights, warrants or other instruments, upon an averaged or other practicable basis without regard to any distinctions among such Holders because of the application of exchange restrictions with regard to a particular Holder, or the date of delivery of any American Depositary SharesReceipt or Receipts, or otherwiseotherwise and distribute such net proceeds so allocated to the extent practicable as in the case of a distribution of cash. The Depositary shall not A-13 be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Holders in general or any Holder or Holders in particular. If the Depositary does not receive such written request from the Company, the Depositary shall, after consultation with the Company if practicable, have discretion as to the procedure to be followed (i) in making such rights available to the Holders, or (ii) in disposing of such rights on behalf of such Holders and distributing the net proceeds available in dollars to such Holders as in the case of a distribution of cash, or (iii) in allowing such rights to lapse in the event such rights may not be made available to Holders or be disposed of and the net proceeds thereof made available to Holders. The Company will, in connection with any offer of such rights, preferences or privileges, use reasonable efforts to make such rights, preferences or privileges generally transferable or consent to the transfer thereof by foreign investors not resident in Australia. If registration under the Securities Act of 1933 of the securities to which any rights relate is required in order for the Company to offer such rights to Holders of Receipts and to sell the securities represented by such rights, the Depositary will not offer such rights to the Holders of Receipts (i) unless and until such a registration statement is in effect, or (ii) unless the Company furnishes the Depositary an opinion of counsel for the Company in the United States satisfactory to the Depositary or other evidence satisfactory to the Depositary to the effect that the offering and sale of such securities to the Holders of such Receipts are exempt from or do not require registration under the provisions of the Securities Act of 1933. The Company shall be under no obligation to provide any such opinion or evidence.

Appears in 2 contracts

Samples: Deposit Agreement (News Holdings LTD), Deposit Agreement (News Holdings LTD)

Dividends and Distributions; Rights. Whenever the Company intends to make a distribution of a cash dividend or other cash distribution in respect of any Deposited Securities, the Company shall give notice thereof to the Depositary at least fifteen (15) days prior to the proposed distribution specifying, inter alia, the record date applicable for determining the holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice, the Depositary shall receive establish the ADS Record Date upon the terms described in Section 4.7 of the Deposit Agreement. Upon receipt of confirmation of the receipt of (x) any cash dividend or other cash distribution on the any Deposited Securities, or (y) proceeds from the sale of any Deposited Property held in respect of the ADSs under the terms hereof, the Depositary will, will (i) if at the time of receipt thereof any amounts received in a foreign currency can Foreign Currency can, in the judgment of the Depositary (pursuant to Section 4.6 of the Deposit Agreement), be converted on a reasonable practicable basis into United States dollars distributable Dollars transferable to the Holders entitled thereto andUnited States, the Depositary shall, subject to the provisions of Section 4.6 of the Deposit Agreement, convert or cause to be converted such dividend dividend, distribution or distribution proceeds into United States dollars Dollars and will shall distribute the amount thus received (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders entitled theretothereto (net of the applicable fees and charges of, and expenses incurred by, the Depositary), in proportion to the number of American ADSs representing such Deposited Securities or Deposited Property held by them respectively as of the applicable ADS Record Date; provided, however, that in the event that the Company or its agent, the Depositary or a Custodian shall be required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes, the amount distributed to the Holders for ADSs representing such Deposited Securities shall be reduced accordingly provided, however, that the Depositary shall make appropriate adjustments in the amounts so distributed in respect of (a) any such Deposited Securities being not entitled, by reason of date of issuance or otherwise, to receive all or any portion of such distribution or (b) any amounts (i) withheld or required to be withheld by the Company, the Custodian or the Depositary from any such amount pursuant to Section 3.2 of the Deposit Agreement or otherwise on account of taxes or other governmental charges, or (ii) charged by the Depositary in the conversion of foreign currency into Dollars. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to the Holders of ADSs outstanding as of the ADS Record Date applicable thereto. The Company or its agent will remit to the appropriate governmental authority or agency in Chile all amounts required to be withheld and owing to such authority or agency by the Company. The Depositary or its agent will remit to the appropriate government authority or agency in Chile all amounts required to be, and that actually are withheld by the Depositary. The Depositary will forward to the Company such information from its records as the Company may reasonably request to enable the Company to file necessary reports with governmental authorities or agencies, and either the Depositary or its agent, as appropriate, may file any such reports necessary to obtain benefits under the applicable tax treaties for the Holders of ADSs. The Depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable Holders and Beneficial Owners of ADSs until the distribution can be effected or the funds that the Depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in Section 4.2 of the Deposit Agreement, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.2 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.2 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein. Whenever the Company intends to make any distribution upon any Deposited Securities other than in cash, rights or Shares, the Company shall give notice thereof to the Depositary at least fifteen (15) days prior to the proposed distribution specifying, inter alia, the record date applicable for determining the holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 of the Deposit Agreement. Whenever the Custodian or Depositary shall receive any distribution other than cash, rights or Shares upon any Deposited Securities, the Depositary shall, after consultation with the Company to the extent practicable, and provided that the Depositary shall have received satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement, cause the securities or property received by such Custodian or the Depositary to be distributed to the Holders entitled thereto after deduction or upon payment of the fees and expenses of the Depositary, in proportion to the number of ADSs representing such Deposited Securities held by them respectivelyrespectively as of the applicable ADS Record Date, in any manner that the Depositary, with the consent of the Company, deems equitable and practicable for accomplishing such distribution; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary in respect of taxes. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto, or may not be so convertible for all of the Holders entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance for the account of, the Holders entitled thereto. If in the opinion of the Depositary any such distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders entitled thereto, or if for any other reason (including but not limited to any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to the Holders) the Depositary deems such distribution not to be feasiblereasonably practicable, the Depositary may may, with the approval of the Company, adopt such method as it may deem deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale, at such place or places and upon such terms as it may deem proper) of the securities or property thus received, or any part thereof, and and, in such case, the net proceeds of any such sale will shall be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. If Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in Section 4.3 of the Deposit Agreement, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein. Whenever the Company intends to make any distribution that consists of a dividend in, or free distribution of, Shares, the Company shall give notice thereof to the Depositary at least fifteen (15) days prior to the proposed distribution specifying, inter alia, the record date applicable for determining the holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 of the Deposit Agreement. Subject to the penultimate sentence of Section 4.4 of the Deposit Agreement, if any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company’s approvalmay, and shall shall, if the Company shall so requestrequests, distribute to the Holders entitled thereto, as of the applicable ADS Record Date in proportion to the number of American Depositary Shares ADSs representing such Deposited Securities held by them respectivelyas of the ADS Record Date, additional American Depositary Shares ADSs representing the number of Shares received as such dividend or free distributiondistribution subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of ADSs, including the applicable fees and charges of, and expenses incurred by, the Depositary and withholding of any tax or other governmental charge as provided in Section 4.13 of the Deposit Agreement. The Depositary will not issue fractional ADSs. In lieu of delivering issuing fractional American Depositary Shares ADSs in any such case, the Depositary will sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceedsproceeds to Holders, converted into United States dollars if not in such dollars (if such conversion may all in the judgment manner and subject to the conditions described in Section 4.2 of the Depositary be achieved on a reasonable basis), to the Holders entitled theretoDeposit Agreement. If additional American Depositary Shares ADSs are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share ADS shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. Notwithstanding the foregoing, in the event that the Company in the fulfillment of its obligation under Section 5.7 of the Deposit Agreement has furnished an opinion of U.S. counsel determining that Shares must be registered under the Securities Act or other laws in order to be distributed to Holders (and no such registration has been declared effective), the Depositary may sell such Shares and remit the proceeds thereof to the Holders entitled thereto upon the terms described in Section 4.2 of the Deposit Agreement as in the case of a distribution in cash. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in Section 4.4 of the Deposit Agreement, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.4 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.4 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Company shall give notice thereof to Depositary will the at least forty five (45) days prior to the proposed distribution specifying, inter alia, the record date applicable to holders. Following the timely receipt of such notice, the Depositary, after consultation with the Company, shall have discretion as to whether the procedure to be followed in making such rights are to be made available to the Holders of ReceiptsADSs or in disposing of such rights on behalf of such Holders and making the net proceeds available in Dollars to such Holders; provided, however, that the Depositary will, if requested by the Company, either (a) make such rights available to Holders by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms take action as the Depositary may deem proper, and allocate the proceeds of such sales for account of the Holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary Shares, or otherwise.follows:

Appears in 2 contracts

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

Dividends and Distributions; Rights. Whenever the Depositary or the Custodian shall receive any cash dividend foreign currency, by way of dividends or other cash distribution on distributions or the Deposited Securitiesnet proceeds from the sale of securities, the Depositary willproperty or rights, if at the time of receipt thereof any amounts received in a foreign currency can which in the judgment of the Depositary can at such time be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto and transferable to the United States, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such foreign currency into dollars, and, subject to the provisions of the Deposit Agreement, convert shall distribute such dividend or distribution into United States dollars and will distribute the amount thus received (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders entitled theretothereto or, in proportion if the Depositary shall have distributed any warrants or other instruments that entitle the holders thereof to such dollars, then to the number holders of American such warrants and/or instruments upon surrender thereof for cancellation. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders because of any application of exchange restrictions or otherwise. The Depositary Shares representing shall distribute only such Deposited Securities held by them respectively; providedamount, however, that the amount as can be distributed will without attributing to any Holder a fraction of one cent, and any balance not so distributable shall be reduced by any amounts required to be withheld held by the Company or Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary in respect for distribution to the Holders of taxesReceipts then outstanding. If in the judgment of the Depositary Depositary, amounts received in foreign currency other than United States dollars may not be converted on a reasonable basis into United States dollars distributable transferable to the Holders entitled theretoUnited States, or may not be so convertible for all of the Holders of Receipts entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders of Receipts entitled thereto and may distribute the balance of the foreign such currency received and not so convertible by the Depositary to, or hold such balance balance, without liability for interest thereon, for the account of, the Holders of Receipts entitled thereto. If If, in the opinion of the Depositary any distribution other than cash cash, Stock or Shares rights upon any Deposited Securities cannot be made proportionately among the Holders of Receipts entitled thereto, or if for any other reason (including, without limitation any requirement (i) that the Company, the Depositary or the Custodian withhold an amount on account of taxes or other governmental charges, (ii) under applicable securities or exchange control regulations or law, or (iii) that such securities must be registered under the Securities Act of 1933 or other law in order to be distributed to Holders) the Depositary, after consultation with the Company if practicable, deems such distribution not to be feasible, the Depositary may adopt such method as it may deem deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale, at such place or places and upon such terms as it may deem proper or in accordance with applicable law) of the securities or property thus received, or any part thereof, and and, in such case, the net proceeds of any such sale will shall be distributed by the Depositary to the Holders of Receipts entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, SharesStock, the Depositary may in its discretion upon prior consultation with and approval of the Company’s approval, and shall shall, if the Company shall so request, distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number amount of Shares Stock received as such dividend or free distributiondistribution subject to the terms of the Deposit Agreement. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will may sell the number amount of Shares Stock represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders entitled thereto. If additional American Depositary Shares Receipts are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Shares Stock distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares Stock or any rights of any other nature, the Depositary will have discretion as to whether such rights are to be made available to may, after consultation with the Holders of Receipts; providedCompany, however, that the Depositary willand, if requested in writing by the Company, either shall, take action, subject to the terms of this Deposit Agreement, as follows: (ai) if at the time of the offering of any rights the Depositary determines that it is lawful and feasible to make such rights available to Holders of Receipts by means of warrants or otherwise, if lawful and the Depositary shall distribute warrants or other instruments therefor in such form as it may determine to the Holders entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities, or employ such other method as it may deem feasible, after consultation with the Company, in order to facilitate the exercise, sale or transfer of rights by such Holders; or (bii) if making such at the time of the offering of any rights available the Depositary determines that it is not lawful or not feasiblefeasible to make such rights available to Holders of Receipts by means of warrants or otherwise, or if the rights represented by such warrants or such other instruments are not exercised and appear to be about to lapse, the Depositary in its discretion may sell such rights or such warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary it may deem proper, in accordance with applicable law, and may allocate the proceeds of any such sales sale (net of the expenses of the Depositary incurred in connection therewith) for account the accounts of the Holders of Receipts otherwise entitled thereto to such rights, warrants or other instruments, upon an averaged or other practicable basis without regard to any distinctions among such Holders because of the application of exchange restrictions with regard to a particular Holder, or the date of delivery of any American Depositary SharesReceipt or Receipts, or otherwiseotherwise and distribute such net proceeds so allocated to the extent practicable as in the case of a distribution of cash. The Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Holders in general or any Holder or Holders in particular. If the Depositary does not receive such written request from the Company, the Depositary shall, after consultation with the Company if practicable, have discretion as to the procedure to be followed (i) in making such rights available to the Holders, or (ii) in disposing of such rights on behalf of such Holders and distributing the net proceeds available in dollars to such Holders as in the case of a distribution of cash, or (iii) in allowing such rights to lapse in the event such rights may not be made available to Holders or be disposed of and the net proceeds thereof made available to Holders. The Company will, in connection with any offer of such rights, preferences or privileges, use reasonable efforts to make such rights, preferences or privileges generally transferable or consent to the transfer thereof by foreign investors not resident in Australia. If registration under the Securities Act of 1933 of the securities to which any rights relate is required in order for the Company to offer such rights to Holders of Receipts and to sell the securities represented by such rights, the Depositary will not offer such rights to the Holders of Receipts (i) unless and until such a registration statement is in effect, or (ii) unless the Company furnishes the Depositary an opinion of counsel for the Company in the United States satisfactory to the Depositary or other evidence satisfactory to the Depositary to the effect that the offering and sale of such securities to the Holders of such Receipts are exempt from or do not require registration under the provisions of the Securities Act of 1933. The Company shall be under no obligation to provide any such opinion or evidence.

Appears in 2 contracts

Samples: Deposit Agreement (News Corp LTD), Deposit Agreement (News Corp LTD)

Dividends and Distributions; Rights. Whenever the Custodian or the Depositary shall receive any receives a cash dividend or other cash distribution on the Deposited SecuritiesSecurities or the net proceeds from the sale of securities, property or rights, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can can, in the reasonable judgment of the Depositary and pursuant to applicable law, be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto and, and subject to the provisions of the Deposit Agreement, convert or cause to be converted as promptly as practicable such dividend or distribution foreign currency into United States dollars and will distribute promptly the amount thus received and any other dollars received by the Custodian or Depositary in respect of Deposited Securities (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders entitled thereto, in proportion to the number of American Depositary Shares ADSs representing such Deposited Securities held by them respectively, after deduction or upon payment of the fees and expenses of the Depositary; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company Company, the Depositary or the Depositary Custodian in respect of taxestaxes or other governmental charges. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto, or may not be so convertible for all of the Holders entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance (without liability for interest) for the account of, the Holders entitled to receive the same. Whenever the Depositary or the Custodian receives any distribution other than cash, Shares, Non-Voting Stock or rights upon any Deposited Securities, the Depositary will, after consultation with the Company cause the securities or property received by the Custodian to be distributed as promptly as practicable to the Holders entitled thereto, as of a record date fixed pursuant to Section 4.08 of the Deposit Agreement, after deduction or upon payment of the fees and expenses of the Depositary, in proportion to the number of ADSs representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution subject to any applicable laws or regulations of Korea. If in the opinion of the Depositary any distribution other than cash cash, Shares, Non-Voting Stock or Shares rights upon any Deposited Securities cannot be made proportionately among the Holders entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary Depositary, after consultation with the Company, may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any party thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders entitled thereto subject to any applicable laws or regulations of Korea as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company's approval and pursuant to applicable law, and will, if the Company so requests, deposit such Shares under the Deposit Agreement and either (i) distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of ADSs representing Deposited Securities held by them respectively, additional Receipts for an aggregate number of ADSs representing the number of Shares received as such dividend or free distribution or (ii) reflect on the records of the Depositary such increase in the aggregate number of ADSs representing the number of Shares so received, in either case after deduction or upon payment of the fees and expenses of the Depositary. If the Depositary deems such distribution for any reasons (including any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such Shares must be registered under the Securities Act of 1933 in order to be distributed to Holders) not to be feasible, the Depositary, after consultation with the Company, may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the Shares thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company’s approval, and shall if the Company shall so request, distribute to the Holders entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional American Depositary Shares representing the number of Shares received as such dividend or free distribution. In lieu of delivering issuing Receipts for fractional American Depositary Shares ADSs in any such case, the Depositary will sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not proceeds in dollars. To the extent that new ADSs representing such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders entitled thereto. If additional American Depositary Shares are not so distributed (except as pursuant to the preceding sentence)created and such Shares are not sold or otherwise distributed, each American Depositary Share shall ADS will thenceforth also represent the such additional Shares distributed upon the Deposited Securities represented thereby. The Company will not be obliged to list depositary shares representing Non-Voting Stock on any exchange. If any distribution upon any Deposited Securities consists of a dividend in Non-Voting Stock, the Depositary shall cause such Non-Voting Stock to be deposited under a Non-Voting Stock Deposit Agreement (the "Non-Voting Stock Deposit Agreement") which may be entered into among the Company, the Depositary and all holders and beneficial owners from time to time of global depositary receipts issued thereunder and, subject to the terms and conditions of the Non-Voting Stock Deposit Agreement, will cause the depositary shares issuable in respect of such deposit to be distributed to the Holders entitled thereto, in proportion to the number of ADSs representing such Deposited Securities held by them respectively; provided, however, that if for any reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such Non-Voting Stock must be registered under the Securities Act of 1933 in order to be distributed to Holders) the Depositary deems such distribution not to be feasible, the Depositary, after consultation with the Company, may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the Non-Voting Stock thus received, or any part thereof, and the net proceeds of any such sale shall be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. In lieu of issuing receipts for fractional depositary shares representing such Non-Voting Stock in any such case, the Depositary shall sell the number of shares of such Non-Voting Stock represented by the aggregate of such factions and distribute the net proceeds in dollars, all in the manner and subject to the conditions described in Section 4.02 of the Deposit Agreement. In they event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary Depositary, after consultation with the Company, will have discretion as to whether the procedure to be followed in making such rights are to be made available to the Holders entitled thereto, subject to Section 5.09 of Receiptsthe Deposit Agreement, or in disposing of such rights on behalf of such Holders and distributing the net proceeds in dollars to such Holders or, if by the terms of such rights offering or by reason of applicable law, the Depositary may neither make such rights available to such Holders nor dispose of such rights and distribute the net proceeds to such Holders, then the Depositary shall allow the rights to lapse; provided, however, that the Depositary will, if requested in writing by the Company, either (a) make such rights available to all or certain Holders or Beneficial Owners by means of warrants or otherwise, if lawful and feasible, after deduction or upon payment of the fees and expenses of the Depositary, or (b) if making such rights available to certain Holders or Beneficial Owners is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, make reasonable efforts to sell such rights or warrants or other instruments at public or private salesales, at such place or places and upon such terms as the Depositary may deem proper, and after deduction or upon payment of the fees and expenses of the Depositary, allocate the net proceeds of such sales for the account of the Holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary SharesReceipt or Receipts, or otherwise. Subject to the foregoing, in the event that the Company issues any rights with respect to Non-Voting Stock, the securities issuable upon any exercise, whether by subscription or otherwise, of such rights by Holders or Beneficial Owners shall be depositary shares representing such Non-Voting Stock issued pursuant to the terms and provisions of the Non-Voting Stock Deposit Agreement. Notwithstanding anything to the contrary in Section 4.06 of the Deposit Agreement, if registration under the Securities Act of 1933 or any other applicable law of the rights or the securities to which any rights relate, or any filing, report, approval or consent of any third party is required in order for the Company to offer such rights to Holders or Beneficial Owners and to sell the securities represented by such rights, the Depositary will not offer such rights to the Holders unless and until a registration statement is in effect, or unless the offering and sale of such securities to the Holders are exempt from or not subject to the registration provisions of the Securities Act of 1933 or such filing, report, approval or consent has been submitted, obtained or granted, as the case may be. Neither the Depositary nor the Company shall have any obligation to register such rights or such securities under the Securities Act of 1933 or to submit, obtain or request, as the case may be, of such filing, report approval or consent.

Appears in 1 contract

Samples: Deposit Agreement (Kt Corp)

Dividends and Distributions; Rights. Whenever the Depositary shall receive Depository receives any cash dividend or other cash distribution on the Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto and, subject to the provisions of the Deposit Agreement, convert or cause to be converted such dividend or distribution into United States dollars and will distribute promptly, but in any event no later than five (5) business days following receipt of such cash dividend or other cash distribution, the amount thus received (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders of Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, provided however that the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary in respect of taxestaxes or other governmental charges. If If, in the judgment of the Depositary Depositary, amounts received in foreign currency may not be converted on a reasonable basis into United States dollars dollars, distributable to the Holders of Receipts entitled thereto, or may not be so convertible for all of the Holders of Receipts entitled thereto, the Depositary may may, in its discretion discretion, make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders of Receipts entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance uninvested without liability for interest thereon for the account of, the Holders of Receipts entitled theretothereto for whom such conversion and distribution is not practicable. Whenever the Custodian receives any distribution other than cash or Shares upon any Deposited Securities, the Depositary will cause such securities or property to be distributed to the Holders entitled thereto in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary any distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such much method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders of Receipts entitled thereto as in the case of a distribution received in cash. In the event that holders of Shares are granted the option to receive dividends on such Shares in the form of cash or additional Shares, Holders of Receipts shall be entitled to receive such option only with the Company’s prior written approval, subject to the terms of the Deposit Agreement. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company’s approval, and shall shall, if the Company shall so request, distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them them, respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number of Shares received as such dividend or free distribution. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders of Receipts entitled thereto. If additional American Depositary Shares Receipts are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary Depositary, after consultation with the Company, will have discretion as to determine whether such rights are to be made available to the Holders of Receipts; provided, however, however that the Depositary will, if requested by the Company, either (a) make such rights available to Holders of Receipts by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, use its best efforts (subject to the limitations set forth in the Deposit Agreement) to sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and after deduction or upon payment of the fees of the Depositary as provided in the Deposit Agreement allocate the net proceeds of such sales sales, as in the case of a cash distribution, for account the accounts of the Holders of Receipts otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary SharesReceipt or Receipts, or otherwise.

Appears in 1 contract

Samples: Deposit Agreement (Aventis)

Dividends and Distributions; Rights. Whenever the Custodian or the Depositary shall receive any receives a cash dividend or other cash distribution on the Deposited SecuritiesSecurities or the net proceeds from the sale of securities, property or rights, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can can, in the reasonable judgment of the Depositary and pursuant to applicable law, be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto and, and subject to the provisions of the Deposit Agreement, convert or cause to be converted as promptly as practicable such dividend or distribution foreign currency into United States dollars and will distribute promptly the amount thus received and any other dollars received by the Custodian or Depositary in respect of Deposited Securities (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders entitled thereto, in proportion to the number of American Depositary Shares ADSs representing such Deposited Securities held by them respectively, after deduction or upon payment of the fees and expenses of the Depositary; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company Company, the Depositary or the Depositary Custodian in respect of taxestaxes or other governmental charges. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto, or may not be so convertible for all of the Holders entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance (without liability for interest) for the account of, the Holders entitled to receive the same. Whenever the Depositary or the Custodian receives any distribution other than cash, Shares, Non-Voting Stock or rights upon any Deposited Securities, the Depositary will, after consultation with the Company cause the securities or property received by the Custodian to be distributed as promptly as practicable to the Holders entitled thereto, as of a record date fixed pursuant to Section 4.08 of the Deposit Agreement, after deduction or upon payment of the fees and expenses of the Depositary, in proportion to the number of ADSs representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution subject to any applicable laws or regulations of Korea. If in the opinion of the Depositary any distribution other than cash cash, Shares, Non-Voting Stock or Shares rights upon any Deposited Securities cannot be made proportionately among the Holders entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary Depositary, after consultation with the Company, may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any party thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders entitled thereto subject to any applicable laws or regulations of Korea as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company's approval and pursuant to applicable law, and will, if the Company so requests, deposit such Shares under the Deposit Agreement and either (i) distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of ADSs representing Deposited Securities held by them respectively, additional Receipts for an aggregate number of ADSs representing the number of Shares received as such dividend or free distribution or (ii) reflect on the records of the Depositary such increase in the aggregate number of ADSs representing the number of Shares so received, in either case after deduction or upon payment of the fees and expenses of the Depositary. If the Depositary deems such distribution for any reasons (including any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such Shares must be registered under the Securities Act of 1933 in order to be distributed to Holders) not to be feasible, the Depositary, after consultation with the Company, may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the Shares thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company’s approval, and shall if the Company shall so request, distribute to the Holders entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional American Depositary Shares representing the number of Shares received as such dividend or free distribution. In lieu of delivering issuing Receipts for fractional American Depositary Shares ADSs in any such case, the Depositary will sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not proceeds in dollars. To the extent that new ADSs representing such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders entitled thereto. If additional American Depositary Shares are not so distributed (except as pursuant to the preceding sentence)created and such Shares are not sold or otherwise distributed, each American Depositary Share shall ADS will thenceforth also represent the such additional Shares distributed upon the Deposited Securities represented thereby. The Company will not be obliged to list depositary shares representing Non-Voting Stock on any exchange. If any distribution upon any Deposited Securities consists of a dividend in Non-Voting Stock, the Depositary shall cause such Non-Voting Stock to be deposited under a Non-Voting Stock Deposit Agreement (the "Non-Voting Stock Deposit Agreement") which may be entered into among the Company, the Depositary and all holders and beneficial owners from time to time of global depositary receipts issued thereunder and, subject to the terms and conditions of the Non-Voting Stock Deposit Agreement, will cause the depositary shares issuable in respect of such deposit to be distributed to the Holders entitled thereto, in proportion to the number of ADSs representing such Deposited Securities held by them respectively; provided, however, that if for any reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such Non-Voting Stock must be registered under the Securities Act of 1933 in order to be distributed to Holders) the Depositary deems such distribution not to be feasible, the Depositary, after consultation with the Company, may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the Non-Voting Stock thus received, or any part thereof, and the net proceeds of any such sale shall be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. In lieu of issuing receipts for fractional depositary shares representing such Non-Voting Stock in any such case, the Depositary shall sell the number of shares of such Non-Voting Stock represented by the aggregate of such factions and distribute the net proceeds in dollars, all in the manner and subject to the conditions described in Section 4.02 of the Deposit Agreement. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary Depositary, after consultation with the Company, will have discretion as to whether the procedure to be followed in making such rights are to be made available to the Holders entitled thereto, subject to Section 5.09 of Receiptsthe Deposit Agreement, or in disposing of such rights on behalf of such Holders and distributing the net proceeds in dollars to such Holders or, if by the terms of such rights offering or by reason of applicable law, the Depositary may neither make such rights available to such Holders nor dispose of such rights and distribute the net proceeds to such Holders, then the Depositary shall allow the rights to lapse; provided, however, that the Depositary will, if requested in writing by the Company, either (a) make such rights available to all or certain Holders or Beneficial Owners by means of warrants or otherwise, if lawful and feasible, after deduction or upon payment of the fees and expenses of the Depositary, or (b) if making such rights available to certain Holders or Beneficial Owners is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, make reasonable efforts to sell such rights or warrants or other instruments at public or private salesales, at such place or places and upon such terms as the Depositary may deem proper, and after deduction or upon payment of the fees and expenses of the Depositary, allocate the net proceeds of such sales for the account of the Holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary SharesReceipt or Receipts, or otherwise. Subject to the foregoing, in the event that the Company issues any rights with respect to Non-Voting Stock, the securities issuable upon any exercise, whether by subscription or otherwise, of such rights by Holders or Beneficial Owners shall be depositary shares representing such Non-Voting Stock issued pursuant to the terms and provisions of the Non-Voting Stock Deposit Agreement. Notwithstanding anything to the contrary in Section 4.06 of the Deposit Agreement, if registration under the Securities Act of 1933 or any other applicable law of the rights or the securities to which any rights relate, or any filing, report, approval or consent of any third party is required in order for the Company to offer such rights to Holders or Beneficial Owners and to sell the securities represented by such rights, the Depositary will not offer such rights to the Holders unless and until a registration statement is in effect, or unless the offering and sale of such securities to the Holders are exempt from or not subject to the registration provisions of the Securities Act of 1933 or such filing, report, approval or consent has been submitted, obtained or granted, as the case may be. Neither the Depositary nor the Company shall have any obligation to register such rights or such securities under the Securities Act of 1933 or to submit, obtain or request, as the case may be, of such filing, report approval or consent.

Appears in 1 contract

Samples: Deposit Agreement (Kt Corp)

Dividends and Distributions; Rights. Whenever the Company intends to make a distribution of a cash dividend or other cash distribution, the Company shall give notice thereof to the Depositary at least fifteen (15) days prior to the proposed distribution, specifying, inter alia, the record date applicable for determining the holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice, the Depositary shall receive establish the GDS Record Date upon the terms described in Section 4.08 of the Deposit Agreement. Upon receipt of confirmation from the Custodian of the receipt of any cash dividend or other cash distribution on the in respect of any Deposited Securities, or upon receipt of proceeds from the Depositary willsale of any Deposited Securities or any other entitlements held in respect of Deposited Securities under the terms hereof, subject to the provisions of Section 4.07 of the Deposit Agreement, and if in the judgment of the Custodian or Depositary, such dividend or distribution or proceeds received in foreign currency may be converted on a practicable basis into dollars which can, at the time of receipt thereof any amounts received in a foreign currency can in be transferred to the judgment of the Depositary be converted on a reasonable basis into United States dollars distributable and distributed to the Holders entitled thereto andthereto, subject then the Custodian or Depositary shall convert or cause to the provisions of the Deposit Agreement, convert be converted as promptly as practicable such dividend or distribution foreign currency into United States dollars and will distribute the amount thus received (without liability for interest and less any reasonable and customary expenses incurred by the Custodian or Depositary in converting such foreign currency) to the Holders entitled thereto, thereto as of the GDS Record Date in proportion to the number of American Depositary Shares GDSs representing such Deposited Securities held by them respectively, after deduction or upon payment of the fees and expenses of the Depositary in accordance with Section 5.06 of the Deposit Agreement; provided, however, that in the event that the Company, the Custodian or the Depositary shall be required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes or other governmental charges, the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary Holders in respect of taxesthe GDSs representing such Deposited Securities shall be reduced accordingly. If at any time in the judgment of the Depositary the amounts received in foreign currency may not be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto, or may not be so convertible for all of the Holders entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance for the account respective accounts of, the Holders entitled thereto. If Whenever the Company intends to make a free distribution of Shares, the Company shall give notice thereof to the Depositary at least fifteen (15) days prior to the proposed distribution, specifying, inter alia, the record date applicable for determining the holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice, the Depositary shall establish the GDS Record Date upon the terms described in Section 4.08 of the Deposit Agreement. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary may, and shall, if the Company so requests, either (i) distribute to the Holders entitled thereto as of the GDS Record Date, in proportion to the number of GDSs representing such Deposited Securities held by them respectively, additional GDSs for an aggregate number of GDSs representing the number of Shares received as such dividend or free distribution or (ii) if additional GDSs are not so distributed, take all actions necessary so that each GDS issued and outstanding after the GDS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the opinion additional integral number of Shares distributed upon the Deposited Securities represented thereby, in either case after deduction or upon payment of the fees and expenses of the Depositary any distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among in accordance with Section 5.06 of the Holders entitled theretoDeposit Agreement; provided, or however, that if for any reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes or other reason governmental charges or that such Shares must be registered under the Securities Act in order to be distributed to Holders as to which question the Depositary intends to rely on a legal opinion provided in accordance with Section 5.09 of the Deposit Agreement) the Depositary deems such distribution not to be feasiblepracticable, the Depositary may (i) adopt such method as it may deem equitable practicable for the purpose of effecting such distribution, including the sale (at public or private sale) sale of the securities or property Shares thus received, or any part thereof, and the prompt distribution of the net proceeds of any such sale will be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. If any cash or (ii) refrain from effecting such distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company’s approval, and shall if the Company shall so request, distribute to the Holders entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional American Depositary Shares representing the number of Shares received as such dividend or free distributionaltogether. In lieu of delivering issuing fractional American Depositary Shares GDSs in any such case, the Depositary will shall sell the number of Shares represented by the aggregate of such fractions and distribute the net proceedsproceeds in dollars, converted into United States dollars if not in such dollars (if such conversion may all in the judgment manner and subject to the conditions described in Section 4.02 of the Deposit Agreement. Whenever the Company intends to make a distribution payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least forty-five (45) days prior to the proposed distribution specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such elective distribution and whether or not it wishes such elective distribution to be achieved made available to Holders of GDSs. Upon the timely receipt of a notice indicating that the Company wishes such elective distribution to be made available to Holders of GDSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of GDSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution be made available to Holders, (ii) the Depositary shall have determined that such distribution is reasonably practicable, and (iii) the Depositary shall have received satisfactory documentation within the terms of Section 5.09 of the Deposit Agreement. If the above conditions are not satisfied, the Depositary shall establish a GDS Record Date on a reasonable basis)the terms described in Section 4.08 of the Deposit Agreement and, to the Holders entitled theretoextent permitted by law, distribute to the Holders, on the basis of the same determination as is made in India in respect of the Shares for which no election is made, either (X) cash or (Y) additional GDSs representing such additional Shares, in each case upon the terms described in the Deposit Agreement. If the above conditions are satisfied, the Depositary shall establish a GDS Record Date on the terms described in Section 4.08 of the Deposit Agreement and establish procedures to enable Holders to elect the receipt of the proposed distribution in cash or in additional American Depositary Shares are not so distributed (except as pursuant to the preceding sentence)GDSs. Such distribution of cash or additional GDSs shall be made, in each American Depositary Share shall thenceforth also represent the additional Shares distributed case, upon the Deposited Securities represented therebyterms described in the Deposit Agreement. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective distribution in Shares (rather than GDSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares. In the event that the Company shall offer offers or cause causes to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will shall have discretion as to whether the procedure to be followed in making such rights are to be made available to the Holders entitled thereto, subject to Section 5.09 of Receiptsthe Deposit Agreement, or in disposing of such rights on behalf of such Holders and making the net proceeds available in cash to such Holders or, if by the terms of such rights offering or by reason of applicable law, the Depositary may neither make such rights available to such Holders nor dispose of such rights and make the net proceeds available to such Holders, then the Depositary shall allow the rights to lapse; provided, however, that the Depositary will, if requested by the Company, either (a) if it is lawful and practicable, after deduction or upon payment of the fees and expenses of the Depositary, make such rights available to all or certain Holders or Beneficial Owners by means of warrants or otherwiseinstruments in proportion to the number of GDSs representing such Deposited Securities held by them respectively, or employ such other method as it may deem practicable in order to facilitate the exercise, sale or transfer of rights by such Holders if lawful and feasiblepracticable, or (b) if making such rights available to certain Holders or Beneficial Owners is not lawful or not feasiblepracticable, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, make reasonable efforts to sell such rights or warrants or other instruments instruments, if a market therefor is available, at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and, after deduction or upon payment of the fees and expenses of the Depositary, allocate the net proceeds of such sales for account the accounts of the Holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary SharesGDR or GDRs, or otherwise, and distribute the net proceeds allocated to the extent practical as in the case of a distribution pursuant to Section 4.02 of the Deposit Agreement. The Depositary will not offer any rights to the Holders or Beneficial Owners unless and until a registration statement under the Securities Act is in effect, or unless the offering and sale of such rights or securities to the Holders and Beneficial Owners are in the opinion of United States counsel satisfactory to the Depositary exempt from registration under the provisions of such Act. There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive or exercise rights on the same terms and conditions as the holders of Shares or be able to exercise such rights. The Company shall have no obligation to register such rights or such securities under the Securities Act or other applicable law. Whenever the Custodian or the Depositary receives any distribution other than cash, Shares or rights upon any Deposited Securities, the Custodian or the Depositary shall, as promptly as practicable, cause the securities or property so received to be distributed to the Holders entitled thereto, after deduction or upon payment of the fees and expenses of the Depositary in accordance with the terms of the Deposit Agreement, in proportion to the number of GDSs representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem practicable for accomplishing such distribution. If in the opinion of the Depositary any distribution other than cash, Shares or rights upon any Deposited Securities, in whole or in part, cannot be made proportionately among the Holders entitled thereto, or if for any other reason the Depositary deems such distribution not to be practicable, the Depositary may adopt such method as it may deem practicable for the purpose of effecting such distribution, including the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed to the Holders entitled thereto as in the case of a distribution received in cash.

Appears in 1 contract

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

Dividends and Distributions; Rights. Whenever the Depositary shall receive notice of any cash dividend or other cash distribution on the Deposited Securities, the Company shall pay such amounts to the Depositary willand the Depositary then shall, if at the time of receipt thereof any amounts received in a foreign currency other than United States dollars can in the judgment of the Depositary be converted on a reasonable basis into United States dollars distributable freely transferable to the Holders entitled thereto United States, and, subject to the provisions of the Deposit Agreement, convert such dividend or distribution into United States dollars and will shall distribute the amount thus received (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders of Receipts entitled thereto, thereto in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that the amount distributed will shall be reduced by any amounts required to be withheld by the Company Company, its agent or the Depositary in respect on account of taxes. If in the judgment of the Depositary amounts received in foreign currency other than dollars may not be converted on a reasonable basis into United States dollars distributable freely transferable to the Holders entitled theretoUnited States, or may not be so convertible for all of the Holders of Receipts entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders of Receipts entitled thereto and may distribute the balance of the foreign such currency received and not so convertible by the Depositary to, or hold such balance for the account of, the Holders of Receipts entitled thereto. Holders understand that in converting foreign currency, amounts received on conversion are calculated at a rate which may exceed the number of decimal places used by the Depositary to report distribution rates (which in any case will not be less than two decimal places). Any excess amount may be retained by the Depositary as an additional cost of conversion, irrespective of any other fees and expenses payable or owing hereunder and shall not be subject to escheatment. If in the opinion of the Depositary any distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it if may deem equitable for the purpose of effecting such distribution, including the sale (at public or private sale, at such place or places and upon such terms as it may deem proper) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders of Receipts entitled thereto as in the case of a distribution received in cash. It is understood that, notwithstanding that a portion of any distribution is held by the Depositary pursuant to Section 4.2 of the Deposit Agreement, upon payment of the cash distribution to a Custodian and/or the Depositary in accordance with the terms and conditions of the Deposit Agreement, the Company shall have fully discharged, and be free of all, obligations to any Holder relating to such cash distribution. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary shall take all steps necessary to receive such distribution and may with the Company’s approval, and shall if the Company shall so request, distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts for an aggregate number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number of Shares received as such dividend or free distribution. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will may sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders of Receipts entitled thereto. If additional American Depositary Shares Receipts are not so distributed (except as pursuant to provided in the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will Depositary, after consultation with the Company, shall have discretion as to whether such rights are to be made available to the Holders of Receipts; provided, however, that the Depositary willshall, if requested by the Company, either (a) make such rights available to Holders of Receipts by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and allocate the proceeds of any such sales sale for account of the Holders of Receipts otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions restrictions, or the date of delivery of any American Depositary SharesReceipt or Receipts, or otherwiseotherwise and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.2 of the Deposit Agreement. The Depositary will not offer such rights to Holders having an address in the United States, unless the Company furnishes to the Depositary (i) evidence that a registration statement under the Securities Act of 1933 covering such offering is in effect or (ii) an opinion of counsel for the Company in the United States satisfactory to the Depositary to the effect that such offering does not require registration under the Securities Act of 1933. The Company shall not be obligated to provide any such opinions or evidence or effect registration of such rights under the Securities Act of 1933.

Appears in 1 contract

Samples: Deposit Agreement (Amer Sports Corp /Fi)

Dividends and Distributions; Rights. Whenever the Custodian or the Depositary shall receive receives any cash dividend or other cash distribution on in respect of any Deposited Securities or receives proceeds from the Deposited Securitiessale of any Shares, rights, securities or other entitlements under the terms of the Deposit Agreement, the Custodian or the Depositary willshall, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into dollars which can, at the time of receipt thereof be transferred to the United States dollars distributable and distributed to the Holders entitled thereto and, subject to the provisions of the Deposit Agreement, convert or cause to be converted such dividend or distribution foreign currency into United States dollars and will shall, as promptly as practicable, distribute the amount thus received (without liability for interest and less any reasonable expenses incurred by the Custodian or the Depositary in converting such foreign currency) to the Holders entitled thereto, in proportion to the number of American Depositary Shares Rule 144A GDSs representing such Deposited Securities held by them respectively, after deduction or upon payment of the fees and expenses of the Depositary; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company Company, the Depositary or the Depositary Custodian in respect of taxestaxes or other governmental charges. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto, or may not be so convertible for all of the Holders entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance for the account respective accounts of, the Holders entitled thereto. Whenever the Custodian or the Depositary receives any distribution other than cash, Shares or rights upon any Deposited Securities, the Custodian or the Depositary shall, as promptly as practicable, cause the securities or property so received to be distributed to the Holders entitled thereto, after deduction or upon payment of the fees and expenses of the Depositary in accordance with the terms of the Deposit Agreement, in proportion to the number of Rule 144A GDSs representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary any distribution other than cash cash, Shares or Shares rights upon any Deposited Securities Securities, in whole or in part, cannot be made proportionately among the Holders entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable or practicable for the purpose of effecting such distribution, including the sale (at public or private sale) sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, additional Shares, the Depositary may with the Company’s approvalmay, and shall will, if the Company shall so requestrequests, either (i) distribute to the Holders entitled thereto, in proportion to the number of American Depositary Shares Rule 144A GDSs representing such Deposited Securities held by them respectively, additional American Depositary Shares Rule 144A GDRs for an aggregate number of Rule 144A GDSs representing the number of Shares received as such dividend or free distribution, or (ii) reflect on the records of the Depositary such increase in the aggregate number of Rule 144A GDSs representing Shares evidenced by the Master Rule 144A GDR and credit such Rule 144A GDSs to the DTC accounts entitled thereto, in either case after deduction or upon payment of the fees and expenses of the Depositary; provided, however, that if for any reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such Shares must be registered under the Securities Act in order to be distributed to Holders) the Depositary deems such distribution not to be practical or feasible, the Depositary may, (i) adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the public or private sale of the Shares thus received, or any part thereof, and the prompt distribution of the net proceeds of any such sale to the Holders entitled thereto as in the case of a distribution received in cash, or (ii) refrain from effecting such distributions altogether. In lieu of delivering issuing Rule 144A GDRs for fractional American Depositary Shares Rule 144A GDSs in any such case, the Depositary will shall sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not proceeds in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders entitled thereto. If additional American Depositary Shares Rule 144A GDRs are not so distributed (except as pursuant to the preceding sentence) or such adjustment in the Depositary's records is not made (except pursuant to the preceding sentence), each American Depositary Share shall Rule 144A GDS will thenceforth also represent the additional Shares distributed upon the Deposited Securities represented therebythereby subject to the applicable fees and charges of the Depositary and taxes. In the event that the Company shall offer offers or cause causes to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will shall have discretion as to whether the procedure to be followed in making such rights are to be made available to the Holders entitled thereto, subject to Section 5.09 of Receiptsthe Deposit Agreement, or in disposing of such rights on behalf of such Holders and making the net proceeds available in cash to such Holders or, if by the terms of such rights offering or by reason of applicable law, the Depositary may neither make such rights available to such Holders nor dispose of such rights and make the net proceeds available to such Holders, then the Depositary shall allow the rights to lapse; provided, however, that the Depositary will, if requested by the Company, either (a) if it is lawful and feasible, after deduction or upon payment of the fees and expenses of the Depositary, make such rights available to all or certain Holders or Beneficial Owners by means of warrants or otherwiseinstruments in proportion to the number of Rule 144A GDSs representing such Deposited Securities held by them respectively, or employ such other method as it may deem feasible in order to facilitate the exercise, sale or transfer of rights by such Holders if lawful and feasible, or (b) if making such rights available to certain Holders or Beneficial Owners is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, make reasonable efforts to sell such rights or warrants or other instruments instruments, if a market therefor is available, at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and, after deduction or upon payment of the fees and expenses of the Depositary, allocate the net proceeds of such sales for account the accounts of the Holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary SharesRule 144A GDR or Rule 144A GDRs, or otherwise, and distribute the net proceeds allocated to the extent practical as in the case of a distribution pursuant to Section 4.02 of the Deposit Agreement or (c) if it is lawful and feasible, the Depositary may, in its discretion, after deduction or upon payment of the fees and expenses of the Depositary, and upon provision of any documents, statements or certificates that it may specify, take such action as is necessary for certain of the rights to be exercised and the securities obtained upon the exercise thereof to be sold under Regulation S or to be resold under Rule 144A, or privately placed with, those Holders or Beneficial Owners to whom such sales or resales may be made or with whom such private placement may be made without the rights or the securities to which such rights relate being registered under the Securities Act.

Appears in 1 contract

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

Dividends and Distributions; Rights. Whenever the Depositary shall receive any cash dividend or other cash distribution on the Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States dollars distributable to the Holders of Receipts entitled thereto and, subject to the provisions of the Deposit Agreement, convert such dividend or distribution into United States dollars and will distribute the amount thus received (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders of Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary in respect of taxes. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars distributable to the Holders of Receipts entitled thereto, or may not be so convertible for all of the Holders of Receipts entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders of Receipts entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance for the account of, the Holders of Receipts entitled thereto. If in the opinion of the Depositary any distribution other than cash or Ordinary Shares upon any Deposited Securities cannot be made proportionately among the Holders of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such lawful method as it may deem equitable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders of Receipts entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or of free distribution of, Ordinary Shares, the Depositary may with the Company’s approval, and shall if the Company shall so request, distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number of Ordinary Shares received as such dividend or free distribution. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will sell the number of Ordinary Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders of Receipts entitled thereto. If additional American Depositary Shares Receipts are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Ordinary Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Ordinary Shares or any rights of any other nature, the Depositary will have discretion as to whether such rights are to be made available to the Holders of Receipts; provided, however, that the Depositary will, if requested by the Company, either (a) make such rights available to Holders of Receipts by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and allocate the proceeds of such sales for account of the Holders of Receipts otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary SharesReceipt or Receipts, or otherwise.

Appears in 1 contract

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

Dividends and Distributions; Rights. Whenever the Depositary shall receive any cash dividend or other cash distribution on by the Company in respect of any Deposited SecuritiesSecurities (including cash in respect of redemption), if such cash dividend or other cash distribution is received in United States dollars, the Depositary shall distribute the dollars so received, and if such cash dividend or other cash distribution is received in a currency other than United States dollars, the Depositary will, if at the time of receipt thereof any such amounts received in a of foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States dollars distributable transferable to the Holders entitled thereto and, United States and subject to the provisions of the Deposit Agreement, convert such dividend or distribution into United States dollars and will distribute the amount thus received (less any reasonable expenses incurred by the Depositary received, in converting such foreign currency) either case to the Holders entitled thereto, thereto in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company Company, its agent or the Depositary in respect on account of taxes. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars distributable transferable to the Holders entitled theretoUnited States, or may not be so convertible for all of the Holders entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance for the account of, the Holders entitled thereto. If in the opinion of the Depositary any distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable for the purpose of effecting such distribution, including the sale (at public or private sale) sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company’s 's approval, and shall if the Company shall so request, distribute to the Holders entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number amount of Shares received as such dividend or free distribution. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will may sell the number amount of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in proceeds as though such dollars (if such conversion may in the judgment proceeds had been a distribution of the Depositary be achieved on a reasonable basis), to the Holders entitled theretocash or other property. If additional American Depositary Shares Receipts are not so distributed (except as pursuant to the preceding sentence)distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders holder of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will Depositary, after consultation with the Company and subject to the Memorandum and Articles of Association, the Companies Xxx 0000 and all applicable legislation and regulations, shall have discretion as to whether the procedure to be followed in making such rights are to be made available to the Holders or in disposing of Receiptssuch rights on behalf of Holders; provided, however, that the Depositary will, if requested by the Company, either (a) make such rights available to Holders by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised exercise d and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and allocate the proceeds of such sales for the account of the Holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions restrictions, or the date of delivery of any American Depositary SharesReceipt or Receipts, or otherwise.

Appears in 1 contract

Samples: Deposit Agreement (Royal Bank of Scotland Group PLC)

Dividends and Distributions; Rights. Whenever the Depositary shall receive any cash dividend or other cash distribution on the Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States dollars distributable to the Holders of Receipts entitled thereto and, subject to the provisions of the Deposit Agreement, convert such dividend or distribution into United States dollars and will distribute the amount thus received (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders of Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary in respect of taxes. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars distributable to the Holders of Receipts entitled thereto, or may not be so convertible for all of the Holders of Receipts entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders of Receipts entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance for the account of, the Holders of Receipts entitled thereto. If in the opinion of the Depositary any distribution other than cash or Class A Shares upon any Deposited Securities cannot be made proportionately among the Holders of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders of Receipts entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Class A Shares, the Depositary may with the Company’s 's approval, and shall if the Company shall so request, distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number of Class A Shares received as such dividend or free distribution. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will sell the number of Class A Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders of Receipts entitled thereto. If additional American Depositary Shares Receipts are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Class A Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders Holders of any Deposited Securities any rights to subscribe for additional Class A Shares or any rights of any other nature, the Depositary will have discretion as to whether such rights are to be made available to the Holders of Receipts; provided, however, that the Depositary will, if requested by the Company, either (a) make such rights available to Holders of Receipts by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and allocate the proceeds of such sales for account of the Holders of Receipts otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary SharesReceipt or Receipts, or otherwise.

Appears in 1 contract

Samples: Deposit Agreement (Atlas Copco Ab)

Dividends and Distributions; Rights. Whenever the Custodian or the Depositary shall receive receives any cash dividend or other cash distribution on the in respect of any Deposited Securities, the Depositary willshall promptly, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into dollars which can, at the time of receipt thereof be transferred to the United States dollars distributable and distributed to the Holders entitled thereto and, subject to the provisions of the Deposit Agreement, convert or cause to be converted such dividend or distribution foreign currency into United States dollars and will distribute promptly the amount thus received and any other dollars received by the Custodian or Depositary in respect of Deposited Securities (less any reasonable and customary expenses incurred by the Depositary in converting such foreign currency) to the Holders entitled thereto, in proportion to the number of American Depositary Shares ADSs representing such Deposited Securities held by them respectively; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company Company, the Depositary or the Depositary Custodian in respect of taxestaxes or other governmental charges. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into dollars transferable to the United States dollars and distributable to the Holders entitled thereto, or may not be so convertible for all of the Holders entitled thereto, the Depositary may in its discretion may, subject to applicable laws and regulations make such conversion, if any, and distribution distribute in United States dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance (without liability for interest) for the account respective accounts of, the Holders entitled thereto. Whenever the Custodian receives any distribution other than cash, Shares or rights upon any Deposited Securities, the Depositary will, after consultation with the Company, cause the securities or property received by the Custodian to be distributed to the Holders entitled thereto in proportion to the number of ADSs representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution following consultation with the Company. If in the reasonable opinion of the Depositary any distribution other than cash cash, Shares or Shares rights upon any Deposited Securities cannot be made proportionately among the Holders entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company’s approval, and shall will if the Company shall so requestrequests, distribute to the Holders entitled thereto, in proportion to the number of American Depositary Shares ADSs representing such Deposited Securities held by them respectively, additional American Depositary Shares ADRs for an aggregate number of ADSs representing the number of Shares received as such dividend or free distribution. If the Depositary deems such distribution for any reason not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the Shares thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution in cash. In lieu of delivering issuing ADRs for fractional American Depositary Shares ADSs in any such case, the Depositary will sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, proceeds converted into United States dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders entitled theretothereto as in the case of a distribution received in cash. If additional American Depositary Shares ADRs are not so distributed (except as pursuant to the preceding sentence)distributed, each American Depositary Share shall ADS will thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to holders of any Deposited Securities an option to elect to receive dividends in fully-paid Shares instead of cash, the Depositary and the Company will consult to determine whether such option will be made available to Holders, and if such option is to be made available, the procedures to be followed. The offering of any such option to Holders shall be subject to Section 5.09 of the Deposit Agreement. In the event that the Company offers or causes to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary Depositary, after consultation with the Company, will have discretion as to whether the procedure to be followed in making such rights are to be made available to the Holders entitled thereto by means of Receiptswarrants or otherwise, subject to Section 5.09 of the Agreement, or in disposing of such rights on behalf of such Holders and distributing the net proceeds in cash to such Holders or, if by the terms of such rights offering or by reason of applicable law, the Depositary may neither make such rights available to such Holders nor dispose of such rights and distribute the net proceeds to such Holders, then the Depositary will allow the rights to lapse; provided, however, that the Depositary willthat, if requested by the Company, either the Depositary will (a) as soon as practicable, make such rights available to all or certain Holders by means of warrants or otherwise, if lawful and feasible, feasible or (b) if making such rights available to certain Holders is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, the Depositary will make reasonable efforts to sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, proper and allocate the net proceeds of such sales for the account of the Holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary SharesADR or ADRs, or otherwise.

Appears in 1 contract

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

Dividends and Distributions; Rights. Whenever the Custodian or the Depositary shall receive receives any cash dividend dividend, or other cash distribution on the in respect of any Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into dollars which can, at the time of receipt thereof be transferred to the United States dollars distributable and distributed to the Holders entitled thereto and, subject to the provisions of the Deposit Agreement, convert or cause to be converted such dividend or distribution foreign currency into United States dollars and will promptly distribute the amount thus received (without liability for interest) and any other dollars received by the Custodian or Depositary in respect of Deposited Securities (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders entitled thereto, in proportion to the number of American Depositary Shares Rule 144A GDSs representing such Deposited Securities held by them respectively, after deduction or upon payment of the fees and expenses of the Depositary; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company Company, the Depositary or the Depositary Custodian in respect of taxestaxes or other governmental charges. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto, or may not be so convertible for all of the Holders entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance for the account respective accounts of, the Holders entitled thereto. Whenever the Custodian or the Depositary receives any distribution other than cash, Shares or rights upon any Deposited Securities, the Depositary will cause the securities or property received by the Custodian or the Depositary to be distributed to the Holders entitled thereto, after deduction or upon payment of the fees and expenses of the Depositary or the Custodian (and without liability for interest), in proportion to the number of Rule 144A GDSs representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary any distribution other than cash cash, Shares or Shares rights upon any Deposited Securities cannot be made proportionately among the Holders entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible; after consultation with the Company, the Depositary may adopt such method as it may deem equitable or practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, additional Shares, the Depositary may with the Company’s 's approval, and shall will if the Company shall so requestrequests, either (i) distribute to the Holders entitled thereto, in proportion to the number of American Depositary Shares Rule 144A GDSs representing such Deposited Securities held by them respectively, additional American Depositary Shares Rule 144A GDRs for an aggregate number of Rule 144A GDSs representing the number of Shares received as such dividend or free distribution, or (ii) reflect on the records of the Depositary such increase in the aggregate number of Rule 144A GDSs representing Shares, evidenced by the Master Rule 144A GDR and credit such Rule 144A GDSs to the DTC accounts entitled thereto, in either case after deduction or upon payment of the fees and expenses of the Depositary or the Custodian (and without liability for interest); provided, however that if for any reason (including any requirement that the Company or the Depositary withhold, or make an advance payment of, an amount on account of taxes or other governmental charges or that such Shares must be registered under the Securities Act in order to be distributed to Holders) the Depositary deems such distribution for any reason not to be practical or feasible, the Depositary may, (i) adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the Shares thus received, or any part thereof, and the distribution of the net proceeds of any such sale to the Holders entitled thereto as in the case of a distribution received in cash, or (ii) refrain from effecting such distributions altogether. In lieu of delivering issuing Rule 144A GDR for fractional American Depositary Shares Rule 144A GDSs in any such case, the Depositary will sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not proceeds in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders entitled thereto. If additional American Depositary Shares Rule 144A GDRs are not so distributed (except as pursuant to or such adjustment in the preceding sentence)Depositary's records made, each American Depositary Share shall Rule 144A GDS will thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer offers or cause causes to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will have discretion as to whether the procedure to be followed in making such rights are to be made available to the Holders entitled thereto, subject to Section 5.09 of Receiptsthe Deposit Agreement, or in disposing of such rights on behalf of such Holders and making the net proceeds available in cash to such Holders or, if by the terms of such rights offering or by reason of applicable law, the Depositary may neither make such rights available to such Holders nor dispose of such rights and make the net proceeds available to such Holders, then the Depositary shall allow the rights to lapse; provided, however, that the Depositary will, if requested by the Company, either (a) if it is lawful and feasible, make such rights available to all or certain Holders or Beneficial Owners by means of warrants or otherwiseinstruments in proportion to the number of Rule 144A GDSs representing such Deposited Securities held by them respectively, or employ such other method as it may deem feasible in order to facilitate the exercise, sale or transfer of rights by such Holders or the sale or resale of securities obtainable upon exercise of such rights by such Holders if lawful and feasible, or feasible (b) if making such rights available to certain Holders or Beneficial Owners is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, make reasonable efforts to sell such rights or warrants or other instruments instruments, if a market therefor is available, at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and after deduction or upon payment of the fees and expenses of the Depositary, allocate the net proceeds of such sales for account the accounts of the Holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary SharesRule 144A GDR or Rule 144A GDRs, or otherwise, and distribute the net proceeds allocated to the extent practical as in the case of a distribution pursuant to Section 4.02 of the Deposit Agreement or (c) if it is lawful and feasible, the Depositary may, in its discretion, after deduction or upon payment of the fees and expenses of the Depositary, and upon provision of any documents, statements or certificates that it may specify, take such action as is necessary for certain of the rights to be exercised and securities obtained upon the exercise thereof to be sold under Regulation S or to be resold under Rule 144A, or privately placed with, those Holders or Beneficial Owners to whom such sales or resales may be made or with whom such private placement may be made without the rights or the securities to which such rights relate being registered under the Securities Act.

Appears in 1 contract

Samples: 144a Deposit Agreement (Tata Motors LTD/Fi)

Dividends and Distributions; Rights. Whenever the Depositary or the Custodian shall receive any cash dividend foreign currency, by way of dividends or other cash distribution on distributions or the Deposited Securitiesnet proceeds from the sale of securities, the Depositary willproperty or rights, if at the time of receipt thereof any amounts received in a foreign currency can which in the judgment of the Depositary can at such time be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto and, subject and transferable to the provisions United States, the Depositary shall convert or cause to be converted, by sale or in any other manner that it may determine, such foreign currency into dollars, and shall transfer such dollars (net any of its reasonable and customary expenses incurred in such conversion and any expenses incurred on behalf of the Deposit Agreement, convert such dividend Holder in complying with currency exchange control or distribution into United States dollars and will distribute the amount thus received (less any reasonable expenses incurred by the Depositary in converting such foreign currencyother governmental requirements) to the Holders entitled theretothereto or, in proportion if the Depositary shall have distributed any warrants or other instruments that entitle the holders thereof to such dollars, then to the number holders of American such warrants and/or instruments upon surrender thereof for cancellation. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. The Depositary Shares representing shall distribute only such Deposited Securities held by them respectively; providedamount, however, that as can be distributed without attributing to any Holder a fraction of one cent. Any such fractional amount shall be rounded to the amount nearest whole cent and so distributed will be reduced by any amounts required to be withheld by the Company or the Depositary in respect of taxesHolders entitled thereto. If in the judgment of the Depositary Depositary, amounts received in foreign currency may not be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto, or may not be so convertible for all of the Holders entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold (without liability for interest thereon) such balance for the account of, the Holders entitled thereto. If in the opinion of the Depositary any distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it it, with the reasonable approval of the Company, may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will (net of taxes and expenses of the Depositary as set forth in Exhibit B to the Deposit Agreement) shall be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, in the form of Shares, the Depositary may with the Company’s 's approval, and shall if the Company shall so request, (i) instruct the Company to deposit or cause such Shares to be deposited with and registered in the name of the Custodian and (ii) distribute to the Holders of record of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares ADSs representing such Deposited Securities held by them respectively, additional American Depositary Shares Receipts for an aggregate number of ADSs representing the number of Shares received as such dividend or free distributiondividend, subject to the terms of the Deposit Agreement. In lieu of delivering Receipts for fractional American Depositary Shares ADSs in any such case, the Depositary will sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may all in the judgment of the Depositary be achieved on a reasonable basis), manner and subject to the Holders entitled thereto. If additional American Depositary Shares are not so distributed (except as pursuant to conditions set forth in the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented therebyDeposit Agreement. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will have discretion as to whether such rights are to be made available to may, after consultation with the Holders of Receipts; providedCompany, however, that the Depositary will, and if requested in writing by the CompanyCompany shall, either (a) make such rights available to all Holders or certain Holders but not others by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and allocate the proceeds of such sales sales, as in the case of a cash distribution, for account of the Holders Holder otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary SharesReceipt or Receipts, or otherwise. In the event the Depositary does not receive such written notice, the Depositary will have discretion as to whether such rights are to be made available to the Holders or in disposing of such rights on behalf of such Holders or in allowing such rights to lapse. The Depositary shall not be responsible for any failure to make such rights available to Holders in general or any Holder in particular. If a Holder wishes to exercise the rights allocable to the ADSs of such Holder, the Depositary, upon the Holder's written request and subject to the terms and conditions of the Deposit Agreement (including Section 4.05 thereof), will make such rights available to such Holder. Notwithstanding anything to the contrary in this Receipt, if registration under the Securities Act of 1933 of the securities to which any rights relate is required in order for the Company to offer such rights or such securities to Holders and sell the securities represented by such rights, the Depositary will not offer such rights to the Holders (i) unless and until a registration statement under the Securities Act of 1933 covering such offering is in effect, or (ii) unless the Company furnishes the Depositary an opinion of counsel for the Company in the United States satisfactory to the Depositary or other evidence satisfactory to the Depositary to the effect that the offering and sale of such securities to the Holders of such Receipts are exempt from or do not require registration under the provisions of the Securities Act of 1933.

Appears in 1 contract

Samples: Deposit Agreement (Waste Management Inc)

Dividends and Distributions; Rights. Whenever the Custodian or the Depositary shall receive any cash dividend or other cash distribution on the any Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto andshall, subject to the provisions of Section 4.6 of the Deposit Agreement, convert such dividend or distribution distribution, if applicable, into United States dollars Dollars and will shall as promptly as practicable distribute the amount thus received (less any reasonable net of the expenses incurred by of the Depositary Custodian or the Depositary, as the case may be, in converting connection with the conversion of such foreign currencyForeign Currency into Dollars and such other fees and expenses as provided in Section 5.8 of the Deposit Agreement) to the Holders entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that in the event that the Company, the Depositary or the Custodian shall be required to withhold and does withhold, subject to Section 4.12 of the Deposit Agreement from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes or other governmental charges, the amount distributed will to the Holders of Receipts evidencing American Depositary Shares representing such Deposited Securities shall be reduced by any amounts required to be withheld by accordingly. Whenever the Company Depositary or the Depositary in respect Custodian shall receive Foreign Currency, by way of taxes. If dividends or other distributions or the net proceeds from the sale of securities, property or rights, and if at the time of the receipt thereof the Foreign Currency so received can in the reasonable judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States dollars distributable States, the Depositary shall as promptly as practicable convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and such Dollars shall be distributed to the Holders entitled theretothereto in proportion to the number of American Depositary Shares held by them respectively or, if the Depositary shall have distributed any warrants or other instruments which entitle the holders thereof to such If such conversion or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall file such application for approval or license, if any, as it may deem desirable; provided, however, that if such application involves or refers to the Company or is made on behalf of the Company, the Depositary shall, at the written request of the Company, provide the Company a reasonable opportunity to review and comment on such application before it is filed. If at any time the Depositary shall determine, following Consultation with the Company, that in its judgment any Foreign Currency received by the Depositary is not convertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any government or agency thereof which is required for such conversion is denied or in the opinion of the Depositary is not obtainable, or if any such approval or license is not obtained within a reasonable period as determined by the Depositary, the Depositary may distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) received by the Depositary to, or in its discretion may hold such Foreign Currency uninvested and without liability for interest thereon for the respective accounts of, the Holders entitled to receive the same. If any such conversion of Foreign Currency, in whole or in part, cannot be so convertible effected for all distribution to some of the Holders entitled thereto, the Depositary may in its discretion make such conversion, if any, conversion and distribution in United States dollars Dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency received and not so convertible by Foreign Currency Subject to Section 4.12 of the Deposit Agreement, whenever the Custodian or the Depositary to, or hold such balance for the account of, the Holders entitled thereto. If in the opinion of the Depositary shall receive any distribution other than cash distributions described in Sections 4.1, 4.3 or Shares 4.4 of the Deposit Agreement upon any Deposited Securities cannot be made proportionately among the Holders entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasibleSecurities, the Depositary may adopt such method shall, as it may deem equitable for promptly as practicable, after Consultation with the purpose of effecting such distributionCompany, including the sale (at public or private sale) of cause the securities or property thus received, received by it or any part thereof, and by the net proceeds of any such sale will Custodian to be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company’s approval, and shall if the Company shall so request, distribute to the Holders entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary deems equitable and practicable for accomplishing such distribution; provided, however, that if the Company shall so direct, or if in the reasonable opinion of the Depositary such distribution cannot be made or cannot be made proportionately among the Holders entitled thereto, or if for any other reason (including any requirement that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Holders) the Depositary determines that such distribution is not feasible or may not be legally made to some or all Holders, the Depositary may, following Consultation with the Company, adopt such method as it deems lawful, equitable and practicable for the purpose of effecting such distribution, including the sale (either public or private, at such place or places and upon such terms as it may deem reasonably proper) of the securities or property thus received, or any part thereof and, in such case, the net proceeds of any such sale shall be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution 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 any taxes or other governmental charges and without registration under the Securities Act of 1933, in accordance with such equitable and practicable method as the Depositary may have adopted; provided, further, that no distribution to Holders pursuant to Section 4.2 of the If any distribution upon any Deposited Securities consists of a dividend in, or distribution without consideration of, Shares, the Depositary may, and shall, if the Company so requests, distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing the number of Shares received as in such dividend or free distribution. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will shall sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may in the judgment manner and subject to the conditions described in Section 4.1 of the Depositary be achieved on a reasonable basis), to Deposit Agreement. Until the Holders entitled thereto. If additional American Depositary Shares are not so distributed (except as pursuant to distribution of such Receipts and net proceeds in accordance with the preceding sentence), each American Depositary Share shall thenceforth also represent its proportionate interest in the additional Shares distributed upon the Deposited Securities represented therebythereby and such net proceeds. Notwithstanding the foregoing, if for any reason (including any requirement that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges or that such Shares must be registered under the Securities Act of 1933 in order to be distributed to Holders) the Depositary, after Consultation with the Company, determines that a distribution in Shares is not feasible or may not be legally made to some or all Holders, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (either public or private, at such place or places and upon such terms as it may deem reasonably proper) of the Shares thus received or any part thereof and, in such case, the net proceeds of any such sale shall be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution in cash. No distribution to Holders In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will have discretion shall following Consultation with the Company as to whether such rights are the procedure to be made available to the Holders of Receipts; provided, however, that the Depositary will, if requested by the Company, either followed (ai) make such rights available to the Holders by means entitled thereto as provided in clause (a) below, (ii) dispose of warrants or otherwise, if lawful such rights on behalf of such Holders and feasible, or make the net proceeds available in Dollars to such Holders as provided in clause (b) below or (iii) if making by the terms of such rights offering or by reason of applicable law the Depositary can neither make such rights available is not lawful or not feasibleto such Holders nor dispose of such rights and make the net proceeds available to such Holders, or if then the Depositary shall allow the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such . If at the time of the rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as offering the Depositary may deem properdetermines, and allocate following Consultation with the proceeds of such sales for account of the Holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary Shares, or otherwise.Company:

Appears in 1 contract

Samples: Deposit Agreement (Basf Aktiengesellschaft /Fa/)

Dividends and Distributions; Rights. Whenever the Custodian or the Depositary shall receive receives any cash dividend or other cash distribution on the in respect of any Deposited Securities, the Depositary will, shall (if at the time of the receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into dollars which can, at the time of receipt thereof be transferred to the United States dollars distributable and distributed to the Holders entitled thereto and, subject to the provisions of the Deposit Agreement, convert thereto) cause such dividend or distribution to be converted into United States dollars and will distribute promptly the amount thus received (less any reasonable and customary expenses incurred by the Depositary in converting such foreign currency) to the Holders entitled thereto, thereto in proportion to the number of American Depositary Shares GDSs representing such Deposited Securities held by them respectively, after deduction or upon payment of the fees and expenses of the Depositary; provided, however, that in the event that the Company, the Custodian or the Depositary shall be required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes or other governmental charges, the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary Holders in respect of taxesthe GDSs representing such Deposited Securities shall be reduced accordingly. If in the judgment of at any time the Depositary amounts received determines that in its judgment any foreign currency may received by it is not be converted convertible on a reasonable basis into United States dollars distributable to the Holders entitled thereto, or may not be so convertible for all of the Holders entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders entitled thereto for whom such conversion and distribution is practicable and may distribute the balance of the foreign currency (or any appropriate document evidencing the right to receive such foreign currency) received and not so convertible by the Depositary to, or hold such balance for the account respective accounts of, the Holders for whom such conversion and distribution is not practicable. Whenever the Custodian shall receive any distribution other than cash, Shares or rights upon any Deposited Securities, the Depositary shall cause the securities or property received by the Custodian to be distributed to the Holders entitled thereto. If , after deduction or upon payment of the fees and expenses of the Depositary, in proportion to the number of GDSs representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided, however, that if in the opinion of the Depositary any it cannot cause such securities or property to be distributed or such distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders of Physical GDSs entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will shall be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may may, with the Company’s 's approval, and shall shall, if the Company shall so request, either (i) distribute to the Holders entitled thereto, in proportion to the number of American Depositary Shares GDSs representing such Deposited Securities held by them respectively, additional American Depositary Shares GDRs for an aggregate number of GDSs representing the number of Shares received as such dividend or free distribution, or (ii) reflect on the records of the Depositary such increase in the aggregate number of GDSs representing such Shares, in either case after deduction or upon payment of the fees and expenses of the Depositary; provided, however, that if for any reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the Shares thus received, or any part thereof, and the net proceeds of any such sale shall be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. In lieu of delivering issuing GDRs for fractional American Depositary Shares GDSs in any such case, the Depositary will shall sell the number of Shares represented by the aggregate of such fractions and distribute (if at the time of receipt thereof such distribution can be made into the United States to the Holders entitled thereto) the net proceeds, proceeds converted into United States dollars if not in such dollars (if at the time of receipt thereof such conversion amounts may in the judgment of the Depositary be achieved converted on a reasonable basisbasis into dollars), to the Holders holders entitled thereto. If additional American Depositary Shares GDRs are not so distributed (except as pursuant to the preceding sentence), or such change in the records of the Depositary is not made, each American Depositary Share GDS shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will Depositary, after consultation with the Company, shall have discretion as to whether the procedure to be followed in making such rights are to be made available to the Holders entitled thereto, subject to Section 5.09 of Receiptsthe Deposit Agreement, or in disposing of such rights on behalf of such Holders and making the net proceeds available in cash to such Holders or, if by the terms of such rights offering or by reason of applicable law, the Depositary may neither make such rights available to such Holders nor dispose of such rights and make the net proceeds available to such Holders, then the Depositary shall allow the rights to lapse; provided, however, that the Depositary will, if requested by the Company, either (a) make such rights available to all or certain Holders or Beneficial Owners by means of warrants or otherwise, if lawful and feasible, after deduction or upon payment of the fees and expenses of the Depositary, (b) if making such rights available to certain Holders or Beneficial Owners is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, make reasonable efforts to sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and after deduction or upon payment of the fees and expenses of the Depositary, allocate the net proceeds of such sales for the account of the Holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary SharesGDR or GDRs, or otherwiseotherwise or (c) if it is lawful and feasible, the Depositary may, in its discretion, after deduction or upon payment of the fees and expenses of the Depositary, and upon provision of any documents, statements or certificates that it may specify, take such action as is necessary for certain of the rights to be exercised and the securities obtained upon the exercise thereof to be sold under Regulation S or to be resold under Rule 144A, or privately placed with those Holders or Beneficial Owners to whom such sales or resales may be made or with whom such private placement may be made without the rights or the securities to which such rights relate being registered under the Securities Act.

Appears in 1 contract

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

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Dividends and Distributions; Rights. Whenever the Company intends to make a distribution of a cash dividend or other cash distribution in respect of any Deposited Securities, the Company shall give notice thereof to the Depositary at least fifteen (15) days prior to the proposed distribution specifying, inter alia, the record date applicable for determining the holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice, the Depositary shall receive establish the ADS Record Date upon the terms described in Section 4.7 of the Deposit Agreement. Upon receipt of confirmation of the receipt of (x) any cash dividend or other cash distribution on the any Deposited Securities, or (y) proceeds from the sale of any Deposited Property held in respect of the ADSs under the terms hereof, the Depositary will, will (i) if at the time of receipt thereof any amounts received in a foreign currency can Foreign Currency can, in the judgment of the Depositary (pursuant to Section 4.6 of the Deposit Agreement), be converted on a reasonable practicable basis into United States dollars distributable Dollars transferable to the Holders entitled thereto andUnited States, the Depositary shall, subject to the provisions of Section 4.6 of the Deposit Agreement, convert or cause to be converted such dividend dividend, distribution or distribution proceeds into United States dollars Dollars and will shall distribute the amount thus received (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders entitled theretothereto (net of the applicable fees and charges of, and expenses incurred by, the Depositary), in proportion to the number of American ADSs representing such Deposited Securities or Deposited Property held by them respectively as of the applicable ADS Record Date; provided, however, that in the event that the Company or its agent, the Depositary or a Custodian shall be required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes, the amount distributed to the Holders for ADSs representing such Deposited Securities shall be reduced accordingly provided, however, that the Depositary shall make appropriate adjustments in the amounts so distributed in respect of (a) any such Deposited Securities being not entitled, by reason of date of issuance or otherwise, to receive all or any portion of such distribution or (b) any amounts (i) withheld or required to be withheld by the Company, the Custodian or the Depositary from any such amount pursuant to Section 3.2 of the Deposit Agreement or otherwise on account of taxes or other governmental charges, or (ii) charged by the Depositary in the conversion of foreign currency into Dollars. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to the Holders of ADSs outstanding as of the ADS Record Date applicable thereto. The Company or its agent will remit to the appropriate governmental authority or agency in Chile all amounts required to be withheld and owing to such authority or agency by the Company. The Depositary or its agent will remit to the appropriate government authority or agency in Chile all amounts required to be, and that actually are withheld by the Depositary. The Depositary will forward to the Company such information from its records as the Company may reasonably request to enable the Company to file necessary reports with governmental authorities or agencies, and either the Depositary or its agent, as appropriate, may file any such reports necessary to obtain benefits under the applicable tax treaties for the Holders of ADSs. The Depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable Holders and Beneficial Owners of ADSs until the distribution can be effected or the funds that the Depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in Section 4.2 of the Deposit Agreement, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.2 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.2 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein. Whenever the Company intends to make any distribution upon any Deposited Securities other than in cash, rights or Shares, the Company shall give notice thereof to the Depositary at least fifteen (15) days prior to the proposed distribution specifying, inter alia, the record date applicable for determining the holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 of the Deposit Agreement. Whenever the Custodian or Depositary shall receive any distribution other than cash, rights or Shares upon any Deposited Securities, the Depositary shall, after consultation with the Company to the extent practicable, and provided that the Depositary shall have received satisfactory documentation within the terms of Section 5.7 of the Deposit Agreement, cause the securities or property received by such Custodian or the Depositary to be distributed to the Holders entitled thereto after deduction or upon payment of the fees and expenses of the Depositary, in proportion to the number of ADSs representing such Deposited Securities held by them respectivelyrespectively as of the applicable ADS Record Date, in any manner that the Depositary, with the consent of the Company, deems equitable and practicable for accomplishing such distribution; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary in respect of taxes. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto, or may not be so convertible for all of the Holders entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance for the account of, the Holders entitled thereto. If in the opinion of the Depositary any such distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders entitled thereto, or if for any other reason (including but not limited to any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act in order to be distributed to the Holders) the Depositary deems such distribution not to be feasiblereasonably practicable, the Depositary may may, with the approval of the Company, adopt such method as it may deem deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale, at such place or places and upon such terms as it may deem proper) of the securities or property thus received, or any part thereof, and and, in such case, the net proceeds of any such sale will shall be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. If Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in Section 4.3 of the Deposit Agreement, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.3 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.3 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein. Whenever the Company intends to make any distribution that consists of a dividend in, or free distribution of, Shares, the Company shall give notice thereof to the Depositary at least fifteen (15) days prior to the proposed distribution specifying, inter alia, the record date applicable for determining the holders of Deposited Securities entitled to receive such distribution. Upon the timely receipt of such notice, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 of the Deposit Agreement. Subject to the penultimate sentence of Section 4.4 of the Deposit Agreement, if any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company’s approvalmay, and shall shall, if the Company shall so requestrequests, distribute to the Holders entitled thereto, as of the applicable ADS Record Date in proportion to the number of American Depositary Shares ADSs representing such Deposited Securities held by them respectivelyas of the ADS Record Date, additional American Depositary Shares ADSs representing the number of Shares received as such dividend or free distributiondistribution subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of ADSs, including the applicable fees and charges of, and expenses incurred by, the Depositary and withholding of any tax or other governmental charge as provided in Section 4.13 of the Deposit Agreement. The Depositary will not issue fractional ADSs. In lieu of delivering issuing fractional American Depositary Shares ADSs in any such case, the Depositary will sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceedsproceeds to Holders, converted into United States dollars if not in such dollars (if such conversion may all in the judgment manner and subject to the conditions described in Section 4.2 of the Depositary be achieved on a reasonable basis), to the Holders entitled theretoDeposit Agreement. If additional American Depositary Shares ADSs are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share ADS shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. Notwithstanding the foregoing, in the event that the Company in the fulfillment of its obligation under Section 5.7 of the Deposit Agreement has furnished an opinion of U.S. counsel determining that Shares must be registered under the Securities Act or other laws in order to be distributed to Holders (and no such registration has been declared effective), the Depositary may sell such Shares and remit the proceeds thereof to the Holders entitled thereto upon the terms described in Section 4.2 of the Deposit Agreement as in the case of a distribution in cash. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed distribution provided for in Section 4.4 of the Deposit Agreement, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.4 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.4 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Company shall give notice thereof to the Depositary will at least forty five (45) days prior to the proposed distribution specifying, inter alia, the record date applicable to holders. Following the timely receipt of such notice, the Depositary, after consultation with the Company, shall have discretion as to whether the procedure to be followed in making such rights are to be made available to the Holders of ReceiptsADSs, in disposing of such rights on behalf of such Holders and making the net proceeds available in Dollars to such Holders or in allowing such rights to lapse, in each case in accordance with the terms and conditions set forth in this section; provided, however, that the Depositary will, if requested in writing by the Company, either Company at least thirty five (a35) make such days prior to the proposed distribution of rights available to Holders by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if subscribe for additional Shares to the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and allocate the proceeds of such sales for account of the Holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery holders of any American Depositary Shares, or otherwise.take action as follows:

Appears in 1 contract

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

Dividends and Distributions; Rights. Whenever the Depositary Custodian shall receive any cash dividend or other cash distribution by the Company on the any Deposited Securities, the Depositary willshall cause the Custodian, if at subject to applicable Korean laws and regulations and the time provisions of receipt thereof any amounts received in a foreign currency can in the judgment Section 4.06 of the Deposit Agreement, to convert as promptly as practicable such dividend or distribution into dollars and remit the amount thus received to the Depositary be converted on a reasonable basis into United States dollars distributable which shall, as promptly as practicable, distribute such amount to the Holders entitled thereto and, subject to the provisions of the Deposit Agreement, convert such dividend or distribution into United States dollars and will distribute the amount thus received (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders entitled thereto, in proportion to the number of American Depositary Shares GDSs representing such Deposited Securities held by them respectively, after deduction or upon payment of the fees and expenses of the Depositary; provided, however, that in the event that the Company, the Custodian or the Depositary shall be required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes or other governmental charges, including interest or penalties thereon, the amount distributed will to the Holder of GDRs in respect of GDSs representing such Deposited Securities shall be reduced accordingly. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders then outstanding. The Company or its agent or the Depositary or its agent, as appropriate, will remit to the appropriate governmental authority or agency in Korea or any other relevant jurisdiction all amounts required withheld and owing to be withheld by such authority or agency. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental authorities or agencies. The Depositary or the Company or their respective agents may file such reports as may be necessary to obtain benefits under the applicable tax treaties for the Beneficial Owners of GDSs. Whenever the Custodian shall receive any distribution other than cash, Shares or rights upon any Deposited Securities, the Depositary in respect shall, after consultation with the Company, and upon receipt of taxes. If in opinion(s) of United States and Korean counsel, as applicable, reasonably satisfactory to the judgment Depositary, that the proposed distribution does not violate any applicable laws or regulations, cause the securities or property so received to be distributed, as of a record date fixed pursuant to Section 4.07 of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars distributable Deposit Agreement, to the Holders entitled thereto, after deduction or may not be so convertible for all upon payment of the Holders entitled theretofees and expenses of the Depositary, in proportion to the number of GDSs representing such Deposited Securities held by them respectively, in any manner that the Depositary may in its discretion make deem equitable and practicable for accomplishing such conversiondistribution subject to any applicable laws and regulations of Korea, provided, however, that if any, and distribution in United States dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance for the account of, the Holders entitled thereto. If in the opinion of the Depositary any or its counsel, it cannot cause such securities or property to be distributed or such distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders entitled thereto, or if for any other reason (including without limitation any requirement (i) that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges, and interest or penalties thereon, or (ii) that such securities must be registered under the Securities Act or other law in order to be distributed to Holders) the Depositary deems such distribution not to be feasible, the Depositary may adopt such obtain opinion(s) of United States and Korean counsel, as applicable, as to an equitable and practicable method as it may deem equitable for the purpose of effecting such distributiondistribution and may rely on such advice, including which method shall include but not be limited to the sale (at 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 will (net of taxes) by the Depositary 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 subject to any applicable laws and regulations of Korea, if such distribution is feasible without withholding for or on account of any taxes or other governmental charges, including interest or penalties thereon, and without registration under the Securities Act, in accordance with such equitable and practicable method as the Depositary shall have adopted. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of Shares, the Depositary may, with the Company's approval, and shall, if the Company shall so request, instruct the Company to deposit or cause to deposit such Shares with the Custodian, register such Shares in the name of the Depositary, and either (i) distribute to the Holders entitled thereto, as of the record date fixed pursuant to Section 4.07 of the Deposit Agreement, in proportion to the number of GDSs representing such Deposited Securities held by them respectively, additional GDRs for an aggregate number of GDSs representing the number of Shares received as such dividend or free distribution, subject to the terms of the Deposit Agreement, including, without limitation, Sections 4.04, 2.02, 2.03 and 5.06 thereof, or (ii) reflect on the records of the Depositary such increase in the number of Shares represented by each outstanding GDS, in either case after deduction or upon payment of the fees and expenses of the Depositary; provided, however, that if for any reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or interest and penalties thereon, or that such Shares must be registered under the Securities Act in order to be distributed to Holders) the Depositary deems such distribution not to be feasible, the Depositary may, after consultation with the Company, adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the Shares thus received, or any part thereof, and the net proceeds of any such sale shall be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company’s approval, and shall if the Company shall so request, distribute to the Holders entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional American Depositary Shares representing the number of Shares received as such dividend or free distribution. In lieu of delivering fractional American Depositary Shares GDSs in any such case, the Depositary will shall sell the number of Shares represented by the aggregate of such fractions and distribute the net proceedsproceeds in dollars, converted into United States dollars if not in such dollars (if such conversion may all in the judgment manner and subject to the conditions described in Section 4.02 of the Deposit Agreement; provided, however, that no distribution to Holders pursuant to Section 4.04 thereof shall be unreasonably delayed by any actions of the Depositary be achieved on a reasonable basis), to or the Holders entitled theretoCustodian. If additional American Depositary Shares GDRs are not so distributed (except as pursuant to the preceding sentence)distributed, each American Depositary Share GDS shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will have discretion as to whether such rights are to be made available to may, after consultation with the Holders of Receipts; providedCompany, however, that the Depositary willand, if requested by the Company, either (a) make such rights available shall take action, subject to Holders by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and allocate the proceeds of such sales for account of the Holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary SharesDeposit Agreement, or otherwise.as follows:

Appears in 1 contract

Samples: Deposit Agreement (Shinhan Financial Group Co LTD)

Dividends and Distributions; Rights. Whenever the Custodian or the Depositary shall receive receives any cash dividend or other cash distribution on the in respect of any Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into dollars which can, at the time of receipt thereof be transferred to the United States dollars distributable and distributed to the Holders entitled thereto and, subject to the provisions of the Deposit Agreement, convert or cause to be converted such dividend or distribution foreign currency into United States dollars and will promptly distribute the amount thus received (without liability for interest) and any other dollars received by the Custodian or Depositary in respect of Deposited Securities (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders entitled thereto, in proportion to the number of American Depositary Shares International GDSs representing such Deposited Securities held by them respectively, after deduction or upon payment of the fees and expenses of the Depositary; provided, however, however that the amount distributed will be reduced by any amounts required to be withheld by the Company Company, the Depositary or the Depositary Custodian in respect of taxestaxes or other governmental charges. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars distributable to the Holders holders entitled thereto, or may not be so convertible for all of the Holders entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance for the account respective accounts of, the Holders entitled thereto. Whenever the Custodian or the Depositary receives any distribution other than cash, Shares or rights upon any Deposited Securities, the Depositary will cause the securities or property received by the Custodian or the Depositary to be distributed to the Holders entitled thereto, after deduction or upon payment of the fees and expenses of the Depositary or the Custodian (and without liability for interest), in proportion to the number of International GDSs representing such Deposited Securities held by them respectively, In any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary any distribution other than cash cash, Shares or Shares rights upon any Deposited Securities cannot be made proportionately among the Holders entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, after consultation with the Company, the Depositary may adopt such method as it may deem equitable or practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, additional Shares, the Depositary may with the Company’s 's approval, and shall will if the Company shall so requestrequests, either (i) distribute to the Holders entitled thereto, in proportion to the number of American Depositary Shares International GDSs representing such Deposited Securities held by them respectively, additional American Depositary Shares International GDRs for an aggregate number of International GDSs representing the number of Shares received as such dividend or free distribution, or (ii) reflect on the records of the Depositary such increase in the aggregate number of International GDSs representing Shares, evidenced by the Master International GDR and credit such International GDSs to the DTC accounts entitled thereto, in either case after deduction or upon payment of the fees and expenses of the Depositary or the Custodian (and without liability for interest); provided, however, that if for any reason (including any requirement that the Company or the Depositary withhold, or make an advance payment of, an amount on account of taxes or other governmental charges or that such Shares must be registered under the Securities Act in order to be distributed to Holders) the Depositary deems such distribution for any reason not to be practical or feasible, the Depositary may, (i) adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the Shares thus received, or any part thereof, and the distribution of the net proceeds of any such sale to the Holders entitled thereto as in the case of a distribution received in cash, or (ii) refrain from effecting such distributions altogether. In lieu of delivering issuing International GDRs for fractional American Depositary Shares International GDSs in any such case, the Depositary will sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not proceeds in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders entitled thereto. If additional American Depositary Shares International GDRs are not so distributed (except as pursuant to or such adjustment in the preceding sentence)Depositary's records made, each American Depositary Share shall International GDS will thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer offers or cause causes to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will have discretion as to whether the procedure to be followed in making such rights are to be made available to the Holders entitled thereto, subject to Section 5.09 of Receiptsthe Deposit Agreement, or in disposing of such rights on behalf of such Holders and making the net proceeds available in cash to such Holders or, if by the terms of such rights offering or by reason of applicable law, the Depositary may neither make such rights available to such Holders nor dispose of such rights and make the net proceeds available to such Holders, then the Depositary shall allow the rights to lapse; provided, however, that the Depositary will, if requested by the Company, either (a) if it is lawful and feasible, make such rights available to all or certain Holders or Beneficial Owners by means of warrants or otherwiseinstruments in proportion to the number of International GDS representing such Deposited Securities held by them respectively, or employ such other method as it may deem feasible in order to facilitate the exercise, sale or transfer of rights by such Holders if lawful and feasible, or (b) if making such rights available to certain Holders or Beneficial Owners is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, make reasonable efforts to sell such rights or warrants or other instruments instruments, if a market therefor is available, at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and after deduction or upon payment of the fees and expenses of the Depositary, allocate the net proceeds of such sales for account the accounts of the Holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary SharesInternational GDR or International GDRs, or otherwise, and distribute the net proceeds allocated to the extent practical as in the case of a distribution pursuant to Section 4.02 of the Deposit Agreement or (c) if it is lawful and feasible, the Depositary may, in its discretion, after deduction or upon payment of the fees and expenses of the Depositary, and upon provision of any documents, statements or certificates that it may specify, take such action as is necessary for certain of the rights to be exercised and the securities obtained upon the exercise thereof to be sold under Regulation S or to be resold under Rule 144A, or privately placed with, those Holders or Beneficial Owners to whom such sales or resales may be made or with whom such private placement may be made without the rights or the securities to which such rights relate being registered under the Securities Act.

Appears in 1 contract

Samples: Deposit Agreement (Tata Motors LTD/Fi)

Dividends and Distributions; Rights. Whenever the Company intends to make a distribution of a cash dividend or other cash distribution, the Company shall give timely notice thereof to the Depositary specifying, inter alia, the record date applicable for determining the holders of Deposited Securities entitled to receive such distribution. Whenever the Custodian shall receive any cash dividend or other cash distribution by the Company on the any Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto andCustodian shall, subject to the provisions of Section 4.06 of the Deposit Agreement, convert such dividend or distribution into United States dollars Dollars and will distribute shall remit the amount thus received (less any reasonable expenses incurred by to the Depositary in converting which shall distribute such foreign currency) amount to the Holders of ADSs entitled thereto, thereto in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that in the event that the Company, the Custodian or the Depositary shall be required to withhold and does withhold from any cash dividend or other cash-distribution in respect of any Deposited Securities an amount on account of taxes, the amount distributed will to the Holder of ADSs representing such Deposited Securities shall be reduced accordingly. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder of ADSs a fraction of one cent, and any balance not so distributable shall be held by any the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders of ADSs then outstanding. The Company or its agent or the Depositary or its agent, as appropriate, will remit to the appropriate governmental authority or agency in Sweden all amounts required withheld and owing to be withheld by such authority or agency. The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request to enable the Company or its agent to file necessary reports with governmental authorities or agencies. Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give timely notice thereof to the Depositary in respect and shall indicate whether or not it wishes such distribution to be made to Holders of taxesADSs. If in Whenever the judgment of Custodian shall receive any distribution other than cash or Class B Shares upon any Deposited Securities, the Depositary amounts shall cause the securities or property received in foreign currency may not by the Custodian to be converted on a reasonable basis into United States dollars distributable distributed to the Holders of ADSs entitled thereto, or may not be so convertible for all in proportion to the number of the Holders entitled theretoAmerican Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may in its discretion make deem practicable for accomplishing such conversiondistribution; provided, however, that if any, and distribution in United States dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance for the account of, the Holders entitled thereto. If in the opinion of the Depositary any it cannot cause such securities or property to be distributed or such distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders of ADSs entitled thereto, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems such distribution not to be feasiblepracticable, the Depositary may may, in consultation with the Company, adopt such method as it may deem equitable practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will shall be distributed by the Depositary to the Holders of ADSs entitled thereto as in the case of a distribution received in cash. Whenever the Company intends to make a distribution that consists of a dividend in, or free distribution of, Shares, the Company shall give timely notice thereof to the Depositary, specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such distribution. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Class B Shares, the Depositary may may, with the Company’s approval, and shall shall, if the Company shall so request, distribute to the Holders of outstanding ADSs entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional American Depositary Shares ADSs representing the number of Class B Shares received as such dividend or free distribution. In lieu of delivering fractional American Depositary Shares in any such case, the Depositary will shall sell the number of Class B Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may all in the judgment manner and subject to the conditions described in Section 4.02 of the Depositary be achieved on a reasonable basis), to the Holders entitled theretoDeposit Agreement. If additional American Depositary Shares ADSs are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Class B Shares distributed upon the Deposited Securities represented thereby. In the event that Whenever the Company shall offer or cause intends to be offered distribute to the holders of any the Deposited Securities any rights to subscribe for additional Shares or any rights of any other natureShares, the Company shall give timely notice thereof to the Depositary will have discretion as specifying, inter alia, the record date applicable to holders of Deposited Securities entitled to receive such distribution and whether or not it wishes such rights are to be made available to Holders of ADSs. The Depositary shall have discretion as to the procedure to be followed in making such rights available to the Holders of ReceiptsADSs or in disposing of such rights on behalf of such Holders and making the net proceeds available in Dollars to such Holders; provided, however, that the Depositary will, if requested by the Company, either (a) make such rights available to Holders by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms take action as the Depositary may deem proper, and allocate the proceeds of such sales for account of the Holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary Shares, or otherwise.follows:

Appears in 1 contract

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

Dividends and Distributions; Rights. Whenever the Depositary shall receive any cash dividend or other cash distribution on by the Company in respect of any Deposited SecuritiesSecurities (including cash in respect of redemption), if such cash dividend or other cash distribution is received in United States dollars, the Depositary shall distribute the dollars so received, and if such cash dividend or other cash distribution is received in a currency other than United States dollars, the Depositary will, if at the time of receipt thereof any such amounts received in a of foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States dollars distributable transferable to the Holders entitled thereto and, United States and subject to the provisions of the Deposit Agreement, convert such dividend or distribution into United States dollars and will distribute the amount thus received (less any reasonable expenses incurred by the Depositary received, in converting such foreign currency) either case to the Holders entitled thereto, thereto in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company Company, its agent or the Depositary in respect on account of taxes. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars distributable transferable to the Holders entitled theretoUnited States, or may not be so convertible for all of the Holders entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance for the account of, the Holders entitled thereto. If in the opinion of the Depositary any distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable for the purpose of effecting such distribution, including the sale (at public or private sale) sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company’s 's approval, and shall if the Company shall so request, distribute to the Holders entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number amount of Shares received as such dividend or free distribution. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will may sell the number amount of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in proceeds as though such dollars (if such conversion may in the judgment proceeds had been a distribution of the Depositary be achieved on a reasonable basis), to the Holders entitled theretocash or other property. If additional American Depositary Shares Receipts are not so distributed (except as pursuant to the preceding sentence)distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders holder of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will Depositary, after consultation with the Company and subject to the Memorandum and Articles of Association, the Companies Act 1985 and all applicable legislation and regulations, shall have discretion dxxxxxxxxn as to whether the procedure to be followed in making such rights are to be made available to the Holders or in disposing of Receiptssuch rights on behalf of Holders; provided, however, that the Depositary will, if requested by the Company, either (a) make such rights available to Holders by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and allocate the proceeds of such sales for the account of the Holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions restrictions, or the date of delivery of any American Depositary SharesReceipt or Receipts, or otherwise.

Appears in 1 contract

Samples: Deposit Agreement (Royal Bank of Scotland Group PLC)

Dividends and Distributions; Rights. Whenever the Depositary shall receive or the Custodian receives any cash dividend or other cash distribution on the Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can can, in the judgment of the Depositary Depositary, be converted on a reasonable basis into United States dollars Dollars distributable to the Holders of American Depositary Shares entitled thereto andand the resulting Dollars transferred to the United States, subject to the provisions of the Deposit Agreement, convert or cause to be converted, as promptly as practicable, such dividend or distribution into United States dollars Dollars and will distribute the amount thus received (less any reasonable expenses incurred by the Depositary or the Custodian in converting such foreign currency) to the Holders of American Depositary Shares entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary in respect of taxestaxes or other governmental charges. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars Dollars distributable to the Holders of American Depositary Shares entitled thereto, or if any approval or license of any government or authority or agency thereof which is required for such conversion is denied or in the opinion of the Depositary is not obtainable, or if any such approval or license is not obtained within a reasonable period as determined by the Depositary, or may not be so convertible for all of the Holders of American Depositary Shares entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars Dollars to the extent permissible to the Holders of American Depositary Shares entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the account of, the Holders of American Depositary Shares. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent. Any such fractional amount shall be rounded to the nearest whole cent and so distributed to the Holder entitled thereto. Whenever the Custodian receives any distribution other than cash or Shares upon any Deposited Securities, the Depositary will as promptly as practicable cause such securities or property to be distributed to the Holders of American Depositary Shares entitled thereto in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary any distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders of American Depositary Shares entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary Depositary, after consultation with the Company, may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders of American Depositary Shares 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 of American Depositary Shares entitled thereto in accordance with such equitable and practicable method as the Depositary shall have adopted. No such distribution to Holders pursuant to Section 4.02 of the Deposit Agreement shall be unreasonably delayed by any action of the Depositary or any of its agents. In the event that holders of Shares are granted the option to receive dividends on such Shares in the form of cash or additional Shares, Holders of American Depositary Shares shall be entitled to receive such option only with the Company's prior written approval, subject to the terms of the Deposit Agreement. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may may, with the Company’s 's approval, and shall shall, if the Company shall so request, distribute to the Holders entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them them, respectively, additional an aggregate number of American Depositary Shares representing the number of Shares received as such dividend or free distribution. In lieu of delivering fractional American Depositary Shares in any such case, the Depositary will sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars Dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders of American Depositary Shares entitled thereto. If additional American Depositary Shares are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary Depositary, after consultation with the Company, will have discretion as to whether such rights are to be made available to the Holders of ReceiptsAmerican Depositary Shares; provided, however, that the Depositary will, if requested by the Company, either (a) make such rights available to Holders of American Depositary Shares by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, use its best efforts (subject to the limitations set forth in the Deposit Agreement) to sell such rights or warrants or other instruments at public or private salesales, at such place or places and upon such terms as the Depositary may deem proper, and after deduction or upon payment of the fees of the Depositary as provided in the Deposit Agreement, allocate the net proceeds of such sales sales, as in the case of a cash distribution, for account the accounts of the Holders of American Depositary Shares otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary Shares, or otherwise.

Appears in 1 contract

Samples: Deposit Agreement (Alcatel)

Dividends and Distributions; Rights. Whenever the Depositary shall receive any cash dividend or other cash distribution on the Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States dollars distributable to the Holders of Receipts entitled thereto and, subject to the provisions of the Deposit Agreement, convert such dividend or distribution into United States dollars and will distribute the amount thus received (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders of Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary in respect of taxes. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars distributable to the Holders of Receipts entitled thereto, or may not be so convertible for all of the Holders of Receipts entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders of Receipts entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance for the account of, the Holders of Receipts entitled thereto. If in the opinion of the Depositary any distribution other than cash or Ordinary Shares upon any Deposited Securities cannot be made proportionately among the Holders of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such lawful method as it may deem equitable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders of Receipts entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or of free distribution of, Ordinary Shares, the Depositary may with the Company’s approval, and shall if the Company shall so request, distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares shares representing such Deposited Securities held by them respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number of Ordinary Shares received as such dividend or free distribution. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, case the Depositary will sell the number of Ordinary Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders of Receipts entitled thereto. If In additional American Depositary Shares Receipts are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Ordinary Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Ordinary Shares or any deny rights of any other nature, the Depositary will have discretion as to whether such rights are to be made available to the Holders of Receipts; provided, however, that the Depositary will, if requested by the Company, either (a) make such rights available to Holders of Receipts by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and allocate the proceeds of such sales for account of the Holders of Receipts otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary SharesReceipt or Receipts, or otherwise.

Appears in 1 contract

Samples: Deposit Agreement (Keppel Corporation LTD /Fi)

Dividends and Distributions; Rights. Whenever the Depositary shall receive or the Custodian receives any cash dividend or other cash distribution on the Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can can, in the judgment of the Depositary Depositary, be converted on a reasonable basis into United States dollars Dollars distributable to the Holders of American Depositary Shares entitled thereto andand the resulting Dollars transferred to the United States, subject to the provisions of the Deposit Agreement, convert or cause to be converted, as promptly as practicable, such dividend or distribution into United States dollars Dollars and will distribute the amount thus received (less any reasonable expenses incurred by the Depositary or the Custodian in converting such foreign currency) to the Holders of American Depositary Shares entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary in respect of taxestaxes or other governmental charges. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars Dollars distributable to the Holders of American Depositary Shares entitled thereto, or if any approval or license of any government or authority or agency thereof which is required for such conversion is denied or in the opinion of the Depositary is not obtainable, or if any such approval or license is not obtained within a reasonable period as determined by the Depositary, or may not be so convertible for all of the Holders of American Depositary Shares entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars Dollars to the extent permissible to the Holders of American Depositary Shares entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the account of, the Holders of American Depositary Shares. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent. Any such fractional amount shall be rounded to the nearest whole cent and so distributed to the Holder entitled thereto. Whenever the Custodian receives any distribution other than cash or Shares upon any Deposited Securities, the Depositary will as promptly as practicable cause such securities or property to be distributed to the Holders of American Depositary Shares entitled thereto in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary any distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders of American Depositary Shares entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary Depositary, after consultation with the Company, may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders of American Depositary Shares 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 of American Depositary Shares entitled thereto in accordance with such equitable and practicable method as the Depositary shall have adopted. No such distribution to Holders pursuant to Section 4.02 of the Deposit Agreement shall be unreasonably delayed by any action of the Depositary or any of its agents. In the event that holders of Shares are granted the option to receive dividends on such Shares in the form of cash or additional Shares, Holders of American Depositary Shares shall be entitled to receiveexercise such option only with the Company's prior written approval, subject to the terms of the Deposit Agreement. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may may, with the Company’s 's approval, and shall shall, if the Company shall so request, distribute to the Holders entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them them, respectively, additional an aggregate number of American Depositary Shares representing the number of Shares received as such dividend or free distribution. In lieu of delivering fractional American Depositary Shares in any such case, the Depositary will sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars Dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders of American Depositary Shares entitled thereto. If additional American Depositary Shares are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary Depositary, after consultation with the Company, will have discretion as to whether such rights are to be made available to the Holders of ReceiptsAmerican Depositary Shares; provided, however, that the Depositary will, if requested by the Company, either (a) make such rights available to Holders of American Depositary Shares by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, use its best efforts (subject to the limitations set forth in the Deposit Agreement) to sell such rights or warrants or other instruments at public or private salesales, at such place or places and upon such terms as the Depositary may deem proper, and after deduction or upon payment of the fees of the Depositary as provided in the Deposit Agreement, allocate the net proceeds of such sales sales, as in the case of a cash distribution, for account the accounts of the Holders of American Depositary Shares otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary Shares, or otherwise.

Appears in 1 contract

Samples: Deposit Agreement (Alcatel Lucent)

Dividends and Distributions; Rights. Whenever the Custodian or the Depositary shall receive any cash dividend or other cash distribution on the any Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto andshall, subject to the provisions of Section 4.6 of the Deposit Agreement, convert such dividend or distribution distribution, if applicable, into United States dollars Dollars and will shall as promptly as practicable distribute the amount thus received (less any reasonable net of the expenses incurred by of the Depositary Custodian or the Depositary, as the case may be, in converting connection with the conversion of such foreign currencyForeign Currency into Dollars and such other fees and expenses as provided in Section 5.8 of the Deposit Agreement) to the Holders entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that in the event that the Company, the Depositary or the Custodian shall be required to withhold and does withhold, subject to Section 4.12 of the Deposit Agreement from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes or other governmental charges, the amount distributed will to the Holders of Receipts evidencing American Depositary Shares representing such Deposited Securities shall be reduced by any amounts required to be withheld by accordingly. Whenever the Company Depositary or the Depositary in respect Custodian shall receive Foreign Currency, by way of taxes. If dividends or other distributions or the net proceeds from the sale of securities, property or rights, and if at the time of the receipt thereof the Foreign Currency so received can in the reasonable judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States dollars distributable States, the Depositary shall as promptly as practicable convert or cause to be converted, by sale or in any other manner that it may determine, such Foreign Currency into Dollars, and such Dollars shall be distributed to the Holders entitled theretothereto in proportion to the number of American Depositary Shares held by them respectively or, if the Depositary shall have distributed any warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such warrants and/or instruments upon surrender thereof for cancellation. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of exchange restrictions, the date of delivery of any Receipt or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in Section 5.8 of the Deposit Agreement. The Depositary shall promptly inform the Company of the exchange rate at which such Foreign Currency conversion has been carried out. Holders and persons holding interests in Receipts will be deemed to confirm that they understand that in converting Foreign Currency into Dollars, amounts received on conversion are calculated at a rate which may exceed the number of decimal places used by the Depositary to report distribution rates (which in any case will not be less than two decimal places). Any excess amount may be retained by the Depositary as an additional cost of conversion, irrespective of any other fees and expenses payable or owing hereunder and shall not be subject to escheatment. If such conversion or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall file such application for approval or license, if any, as it may deem desirable; provided, however, that if such application involves or refers to the Company or is made on behalf of the Company, the Depositary shall, at the written request of the Company, provide the Company a reasonable opportunity to review and comment on such application before it is filed. If at any time the Depositary shall determine, following Consultation with the Company, that in its judgment any Foreign Currency received by the Depositary is not convertible on a reasonable basis into Dollars transferable to the United States, or if any approval or license of any government or agency thereof which is required for such conversion is denied or in the opinion of the Depositary is not obtainable, or if any such approval or license is not obtained within a reasonable period as determined by the Depositary, the Depositary may distribute the Foreign Currency (or an appropriate document evidencing the right to receive such Foreign Currency) received by the Depositary to, or in its discretion may hold such Foreign Currency uninvested and without liability for interest thereon for the respective accounts of, the Holders entitled to receive the same. If any such conversion of Foreign Currency, in whole or in part, cannot be so convertible effected for all distribution to some of the Holders entitled thereto, the Depositary may in its discretion make such conversion, if any, conversion and distribution in United States dollars Dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency Foreign Currency received and not so convertible by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the account respective accounts of, the Holders entitled thereto. If in the opinion Subject to Section 4.12 of the Deposit Agreement, whenever the Custodian or the Depositary shall receive any distribution other than cash distributions described in Sections 4.1, 4.3 or Shares 4.4 of the Deposit Agreement upon any Deposited Securities cannot be made proportionately among the Holders entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasibleSecurities, the Depositary may adopt such method shall, as it may deem equitable for promptly as practicable, after Consultation with the purpose of effecting such distributionCompany, including the sale (at public or private sale) of cause the securities or property thus received, received by it or any part thereof, and by the net proceeds of any such sale will Custodian to be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company’s approval, and shall if the Company shall so request, distribute to the Holders entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary deems equitable and practicable for accomplishing such distribution; provided, however, that if the Company shall so direct, or if in the reasonable opinion of the Depositary such distribution cannot be made or cannot be made proportionately among the Holders entitled thereto, or if for any other reason (including any requirement that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges or that such securities must be registered under the Securities Act of 1933 in order to be distributed to Holders) the Depositary determines that such distribution is not feasible or may not be legally made to some or all Holders, the Depositary may, following Consultation with the Company, adopt such method as it deems lawful, equitable and practicable for the purpose of effecting such distribution, including the sale (either public or private, at such place or places and upon such terms as it may deem reasonably proper) of the securities or property thus received, or any part thereof and, in such case, the net proceeds of any such sale shall be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution 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 any taxes or other governmental charges and without registration under the Securities Act of 1933, in accordance with such equitable and practicable method as the Depositary may have adopted; provided, further, that no distribution to Holders pursuant to Section 4.2 of the Deposit Agreement shall be unreasonably delayed by any action of 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 Share shall thereafter also represent its proportionate interest in such property or net proceeds. If any distribution upon any Deposited Securities consists of a dividend in, or distribution without consideration of, Shares, the Depositary may, and shall, if the Company so requests, distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts evidencing an aggregate number of American Depositary Shares representing the number of Shares received as in such dividend or free distribution. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will shall sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may in the judgment manner and subject to the conditions described in Section 4.1 of the Depositary be achieved on a reasonable basis), to Deposit Agreement. Until the Holders entitled thereto. If additional American Depositary Shares are not so distributed (except as pursuant to distribution of such Receipts and net proceeds in accordance with the preceding sentence), each American Depositary Share shall thenceforth also represent its proportionate interest in the additional Shares distributed upon the Deposited Securities represented therebythereby and such net proceeds. Notwithstanding the foregoing, if for any reason (including any requirement that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges or that such Shares must be registered under the Securities Act of 1933 in order to be distributed to Holders) the Depositary, after Consultation with the Company, determines that a distribution in Shares is not feasible or may not be legally made to some or all Holders, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (either public or private, at such place or places and upon such terms as it may deem reasonably proper) of the Shares thus received or any part thereof and, in such case, the net proceeds of any such sale shall be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution in cash. No distribution to Holders pursuant to Section 4.3. of the Deposit Agreement shall be unreasonably delayed by any action of the Depositary or the Custodian. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will have discretion shall following Consultation with the Company as to whether such rights are the procedure to be made available to the Holders of Receipts; provided, however, that the Depositary will, if requested by the Company, either followed (ai) make such rights available to the Holders by means entitled thereto as provided in clause (a) below, (ii) dispose of warrants or otherwise, if lawful such rights on behalf of such Holders and feasible, or make the net proceeds available in Dollars to such Holders as provided in clause (b) below or (iii) if making by the terms of such rights offering or by reason of applicable law the Depositary can neither make such rights available is not lawful or not feasibleto such Holders nor dispose of such rights and make the net proceeds available to such Holders, or if then the Depositary shall allow the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such . If at the time of the rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as offering the Depositary may deem properdetermines, and allocate following Consultation with the proceeds of such sales for account of the Holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary Shares, or otherwise.Company:

Appears in 1 contract

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

Dividends and Distributions; Rights. Whenever the Depositary shall receive is notified by the Custodian of the receipt of any cash dividend or other cash distribution on the Deposited Securitiesdividend, the Depositary will, or will cause its agent to, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary (in light of applicable law) be converted on a reasonable basis into United States dollars distributable to the Holders of Receipts entitled thereto and, subject to the provisions of the Deposit Agreement, convert such dividend or distribution into United States dollars and will distribute the amount thus received (less any reasonable and customary expenses incurred by the Depositary in converting such foreign currency) to the Holders of Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectivelyrespectively after deduction or upon payment of the fees and expenses of the Depositary as set forth in Paragraph (6) hereof; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary in respect of taxestaxes or other governmental charges. If in the judgment of the Depositary amounts received in foreign currency may not (in light of applicable law) be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto, or may not be so convertible for all of the Holders Receipts entitled thereto, the Depositary may in its discretion shall (a) as to that portion of the foreign currency that is convertible into dollars, make such conversionconversion and, if permitted by applicable law, transfer such dollars to the United States for distribution to Holders in accordance with the terms of the Deposit Agreement and (b) as to the nonconvertible balance, if any, and distribution (i) if requested in United States dollars to the extent permissible to the Holders entitled thereto and may writing by a Holder, distribute the balance of the foreign currency (or an appropriate document evidencing the right to receive such foreign currency) received and not so convertible by by(,) the Depositary to, or Custodian to such Holder and (ii) hold such balance any amounts of nonconvertible foreign currency not distributed (iii) uninvested and without liability for interest thereon for the account respective accounts of, the Holders entitled thereto. If in to receive the opinion of the Depositary any distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cashsame. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company’s 's approval, and shall if the Company shall so request, distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them them, respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number of Shares received as such dividend or free distribution. In lieu of delivering fractional American Depositary Shares in any such case, the Depositary will sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders entitled thereto. If additional American Depositary Shares are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will have discretion as to whether such rights are to be made available to the Holders of Receipts; provided, however, that the Depositary will, if requested by the Company, either (a) make such rights available to Holders by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and allocate the proceeds of such sales for account of the Holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary Shares, or otherwise.free

Appears in 1 contract

Samples: Deposit Agreement (Groupe Danone)

Dividends and Distributions; Rights. Whenever the Depositary shall receive or the Custodian receives any cash dividend or other cash distribution on the Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can can, in the judgment of the Depositary Depositary, be converted on a reasonable basis into United States dollars Dollars distributable to the Holders of Receipts entitled thereto and, subject to the provisions of the Deposit Agreement, convert or cause to be converted as promptly as practicable such dividend or distribution into United States dollars Dollars and will distribute the amount (net of the expenses of the Depositary as provided in Section 5.10 of the Deposit Agreement) thus received (less any reasonable expenses incurred by the Depositary or the Custodian in converting such foreign currency) to the Holders of Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary in respect of taxestaxes or other governmental charges. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars Dollars distributable to the Holders of Receipts entitled thereto, or may not be so convertible for all of the Holders of Receipts entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars Dollars to the extent permissible to the Holders of Receipts entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the account of, the Holders of Receipts entitled thereto; provided, however, that if requested in writing by a Holder entitled thereto, the Depositary shall distribute the foreign currency to such Holder as promptly as practicable. Whenever the Custodian receives any distribution other than cash or Shares upon any Deposited Securities, the Depositary will as promptly as practicable cause such securities or property to be distributed to the Holders of Receipts entitled thereto in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary any distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary Depositary, after consultation with the Company, may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders of Receipts entitled thereto as in the case of a distribution received in cash. No such distribution to Holders pursuant to Section 4.02 of the Deposit Agreement shall be unreasonably delayed by any action of the Depositary or any of its agents. In the event that holders of Shares are granted the option to receive dividends on such Shares in the form of cash or additional Shares, Holders of Receipts shall be entitled to receive such option only with the Company’s prior written approval, subject to the terms of the Deposit Agreement. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company’s approval, and shall if the Company shall so request, distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them them, respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number of Shares received as such dividend or free distribution. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars Dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders of Receipts entitled thereto. If additional American Depositary Shares Receipts are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary Depositary, after consultation with the Company, will have discretion as to whether such rights are to be made available to the Holders of Receipts; provided, however, that the Depositary will, if requested by the Company, either (a) make such rights available to Holders of Receipts by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, use its best efforts (subject to the limitations set forth in the Deposit Agreement) to sell such rights or warrants or other instruments at public or private salesales, at such place or places and upon such terms as the Depositary may deem proper, and after deduction or upon payment of the fees of the Depositary as provided in the Deposit Agreement, allocate the net proceeds of such sales sales, as in the case of a cash distribution, for account the accounts of the Holders of Receipts otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary SharesReceipt or Receipts, or otherwise.

Appears in 1 contract

Samples: Deposit Agreement (Alcatel)

Dividends and Distributions; Rights. Whenever the Depositary shall receive receives confirmation from the Custodian of receipt of any cash dividend or other cash distribution on the any Deposited SecuritiesProperty, the Depositary will, if at the time of receipt thereof shall as to any amounts received distribution in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto andcurrency, subject to the provisions of Section 4.7 of the Deposit Agreement, promptly convert such dividend or distribution into United States dollars and will distribute the such amount thus received (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders entitled thereto, thereto in proportion to the number of American Depositary Shares representing such Deposited Securities Property held by them respectivelyrespectively without liability for interest thereon, after deduction or upon payment of the fees, if any, and expenses of the Depositary; provided, however, that the amount Depositary (i) shall make appropriate adjustments in the amounts so distributed will be reduced by any amounts required to be withheld by the Company or the Depositary in respect of taxes. If any such Deposited Property being not entitled, by reason of date of issuance or otherwise, to receive all or any portion of such distribution and (ii) in the judgment of event that the Company, the Depositary amounts received or the Custodian shall be required to withhold and does withhold from any cash dividend or other cash distribution in foreign currency may not be converted respect of any Deposited Property an amount on a reasonable basis into United States dollars distributable account of taxes or other governmental charges, the amount distributed to the Holders entitled theretoon the American Depositary Shares representing such Deposited Property shall be reduced accordingly. Holders and Beneficial Owners understand that in converting foreign currency, or may not be so convertible for all amounts received on conversion are calculated at a rate which exceeds four decimal places (the number of the Holders entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance for the account of, the Holders entitled thereto. If in the opinion of the Depositary any distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed decimal places used by the Depositary to report distribution rates). The excess amount may be retained by the Holders entitled thereto Depositary as in the case an additional cost of a distribution received in cashconversion, irrespective of any other fees and expenses payable or owing hereunder and shall not be subject to escheatment. If any distribution upon any Deposited Securities Property consists of a dividend in, or free distribution of, Shares, the Depositary may with may, subject to Section 5.7 of the Company’s approvalDeposit Agreement, and shall shall, if the Company shall so request, (i) instruct the Company to deposit or cause such Shares to be deposited with and registered in the name of the Custodian and (ii) distribute to the Holders entitled thereto, as of the record date fixed pursuant to Section 4.8 of the Deposit Agreement, in proportion to the number of American Depositary Shares representing such Deposited Securities Property held by them respectively, additional Receipts for American Depositary Shares representing Shares, which represent in aggregate the number of Shares received as such dividend dividend, or free distribution, subject to the terms of the Deposit Agreement. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will shall sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may all in the judgment manner and subject to the conditions described in Section 4.2 of the Depositary be achieved on a reasonable basis), to the Holders entitled theretoDeposit Agreement. If additional American Depositary Shares Receipts are not so distributed (except as pursuant to the preceding sentence)distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities Property represented thereby. In the event that the Depositary determines that any distribution in property (including Shares) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, or, if the Company, in the fulfillment of its obligations under the Deposit Agreement, has furnished an opinion of U.S. counsel determining that Shares must be registered under the Securities Act or other laws in order to be distributed to Holders (and no such registration statement has been declared effective), the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable and the Depositary shall distribute the net proceeds of any such sale (after deduction of taxes and fees and charges of, and expenses incurred by, the Depositary) to Holders entitled thereto upon the terms of the Deposit Agreement. The Depositary shall hold and/or distribute any unsold balance of such property in accordance with the provisions of the Deposit Agreement. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities Property any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will have discretion as to whether such rights are to be made available may, after consultation with the Company to the Holders of Receipts; providedextent practicable, however, that the Depositary willand, if requested in writing by the Company, either (a) make such rights available shall, take action, subject to Holders by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and allocate the proceeds of such sales for account of the Holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary SharesDeposit Agreement, or otherwise.as follows:

Appears in 1 contract

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

Dividends and Distributions; Rights. Whenever the Depositary or the Custodian shall receive any cash dividend foreign currency, by way of dividends or other cash distribution on distributions or the Deposited Securitiesnet proceeds from the sale of securities, the Depositary willproperty or rights, and if at the time of the receipt thereof any amounts received in a the foreign currency so received can in the judgment of the Depositary be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto and, subject and transferable to the provisions United States, the Depositary shall promptly convert or cause to be converted, by sale or in any other manner that it may determine, such foreign currency into dollars, and shall, transfer such dollars (net of any reasonable and customary expenses incurred in such conversion and any such expense incurred on behalf of the Deposit Agreement, convert such dividend Holder in complying with currency exchange control or distribution into United States dollars and will distribute the amount thus received (less any reasonable expenses incurred by the Depositary in converting such foreign currencyother governmental requirements) to the Holders entitled theretothereto or, in proportion if the Depositary shall have distributed any warrants or other instruments which entitle the holders thereof to such dollars, then to the number holders of American such warrants and/or instruments upon surrender thereof for cancellation. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Holders on account of any application of exchange restrictions or otherwise. The Depositary Shares representing shall distribute only such Deposited Securities held by them respectively; providedamount, however, that as can be distributed without attributing to any Holder a fraction of one cent. Any such fractional amounts shall be rounded downward to the amount nearest whole cent and so distributed will be reduced to the Holders entitled thereto and any balance not so distributable shall beheld by any amounts required to be withheld by the Company or the Depositary in respect of taxesaccordance with its then current procedures. If in the judgment of the Depositary Depositary, amounts received in foreign currency may not be converted convertible on a reasonable basis into United States dollars distributable to the Holders entitled theretothereto and transferable to the United States, or may not be so convertible if any approval or licenses of any government or authority or agency thereof which is required for all such conversion is denied or in the opinion of the Holders entitled theretoDepositary is not obtainable, within a reasonable period of time by the Depositary, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency (or an appropriate document evidencing the right to receive such foreign currency) received and not so convertible by the Depositary to, or in its discretion may hold such balance foreign currency (without liability for interest thereon) for the account respective accounts of, the Holders entitled thereto. If in the opinion of the Depositary any distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary will dispose of all or a portion of such property in such amounts and in such manner as may adopt such method method, as it may deem equitable and practicable for the purpose of effecting such distribution, including and the sale (at public or private sale) of Depositary will distribute to the securities or property thus received, or any part thereof, and Holders entitled thereto the net proceeds of any such sale will be distributed by (net of taxes and after deduction of the Depositary to the Holders entitled thereto fees, if any, as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may may, with the Company’s 's approval, and shall shall, if the Company shall so request, (i) instruct the Company to deposit or cause such Shares (x) to be deposited with the Custodian and registered in the name of the Depositary or its Nominee or the Custodian or its nominee or (y) if there is a Foreign Registrar, to be deposited with the Foreign Registrar and registered in the name of the Depositary or its Nominee and (ii) distribute to the Holders of record of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts for American Depositary Shares representing which represent in the aggregate the number of Shares received as such dividend or free distribution, subject to the terms of the Deposit Agreement, including, without limitation, Sections 2.02, 2.03, 3.04, 4.12 and 5.09 but only after deduction or upon payment of the fees and expenses of the Depositary, if any. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), proceeds to the Holders entitled theretothereto as in the case of a distribution received in cash. If additional American Depositary Shares Receipts are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent its proportionate interest in the additional Shares distributed upon the such Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary Depositary, after consultation with the Company, will have discretion as to whether the procedure to be followed in making such rights are to be made available to the Holders entitled thereto, subject to Section 5.07 of Receiptsthe Deposit Agreement, or in disposing of such rights for the benefit of such Holders and making the net proceeds available in dollars to such Holders or, if by the terms of such rights offering or by reason of applicable law, the Depositary may neither make such rights available to such Holders nor dispose of such rights and make the net proceeds available to such Holders, then the Depositary shall allow the rights to lapse (without incurring liability to any person as a consequence thereof); provided, however, that the Depositary willmay, and, if requested by the Company, either (a) make such rights available shall, take action subject to Holders by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and allocate the proceeds of such sales for account of the Holders otherwise entitled thereto upon an averaged or other practicable basis Deposit Agreement (including, without regard to any distinctions among such Holders because limitation, Section 3.04 of exchange restrictions or the date of delivery of any American Depositary Shares, or otherwise.Deposit Agreement) as follows:

Appears in 1 contract

Samples: Deposit Agreement (Cable & Wireless Public Limited Co)

Dividends and Distributions; Rights. Whenever the Depositary shall receive any cash dividend or other cash distribution on the Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States dollars distributable to the Holders of Receipts entitled thereto and, subject to the provisions of the Deposit Agreement, convert such dividend or distribution into United States dollars and will distribute the amount thus received (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders of Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company or the Depositary in respect of taxes. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars distributable to the Holders of Receipts entitled thereto, or may not be so convertible for all of the Holders of Receipts entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders of Receipts entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance for the account of, the Holders of Receipts entitled thereto. If in the opinion of the Depositary any distribution other than cash or Ordinary Shares upon any Deposited Securities cannot be made proportionately among the Holders of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders of Receipts entitled thereto as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Ordinary Shares, the Depositary may with the Company’s 's approval, and shall if the Company shall so request, distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number of Ordinary Shares received as such dividend or free distribution. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will sell the number of Ordinary Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders of Receipts entitled thereto. If additional American Depositary Shares Receipts are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Ordinary Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Ordinary Shares or any rights of any other nature, the Depositary will have discretion as to whether such rights are to be made available to the Holders of Receipts; provided, however, that the Depositary will, if requested by the Company, either (a) make such rights available to Holders of Receipts by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and allocate the proceeds of such sales for account of the Holders of Receipts otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary SharesReceipt or Receipts, or otherwise.

Appears in 1 contract

Samples: Deposit Agreement (CRH Public LTD Co)

Dividends and Distributions; Rights. Whenever the Custodian or the Depositary shall receive receives any cash dividend or other cash distribution on the Deposited SecuritiesSecurities or the net proceeds from the sale of securities, property or rights, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency currency, can in the judgment of the Depositary and pursuant to applicable law, be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto and, subject to the provisions of the Deposit Agreement, convert or cause to be converted as promptly as practicable such dividend or distribution foreign currency into United States dollars and will distribute promptly the amount thus received and any other dollars received by the Custodian or Depositary in respect of Deposited Securities (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders entitled thereto, in proportion to the number of American Depositary Shares ADSs representing such Deposited Securities held by them respectively, after deduction or upon payment of the fees and expenses of the Depositary; provided, however, that the amount distributed will be reduced by any amounts required to be withheld by the Company Company, the Depositary or the Depositary Custodian in respect of taxestaxes or other governmental charges. If in the judgment of the Depositary amounts received in foreign currency may not be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto, or may not be so convertible for all of the Holders entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance (without liability for Interest) for the account of, the Holders entitled to receive the same. Whenever the Custodian receives any distribution other than cash, Shares, Non-Voting Stock or rights upon any Deposited Securities, the Depositary will, after consultation with the Company cause the securities or property received by the Custodian to be distributed to the Holders entitled thereto, as of a record date fixed pursuant to Section 4.08 of the Deposit Agreement, after deduction or upon payment of the fees and expenses of the Depositary, in proportion to the number of ADSs representing such Deposited Securities held by them respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution subject to any applicable laws or regulations of Korea. If in the opinion of the Depositary any distribution other than cash cash, Shares, Non-Voting Stock or Shares rights upon any Deposited Securities cannot be made proportionately among the Holders entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary Depositary, after consultation with the Company, may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders entitled thereto subject to any applicable laws or regulations of Korea as in the case of a distribution received in cash. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary may with the Company’s approvalapproval and pursuant to applicable law, and shall will, if the Company shall so requestrequests, deposit such Shares under the Deposit Agreement and either (i) distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares ADSs representing such Deposited Securities held by them respectively, additional American Depositary Shares Receipts for an aggregate number of ADSs representing the number of Shares received as such dividend or free distribution or (ii) reflect on the records of the Depositary such increase in the aggregate number of ADSs representing the number of Shares so received, in either case after deduction or upon payment of the fees and expenses of the Depositary. If the Depositary deems such distribution for any reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such Shares must be registered under the Securities Act of 1933 in order to be distributed to Holders) not to be feasible, the Depositary, after consultation with the Company, may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the Shares thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. In lieu of delivering issuing Receipts for fractional American Depositary Shares ADSs in any such case, the Depositary will sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not proceeds in dollars. To the extent that new ADSs representing such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders entitled thereto. If additional American Depositary Shares are not so distributed (except as pursuant to the preceding sentence)created and such Shares are not sold or otherwise distributed, each American Depositary Share shall ADS will thenceforth also represent the such additional Shares distributed upon the Deposited Securities represented thereby. The Company will not be obliged to list depositary shares representing Non-Voting Stock on any exchange. If any distribution upon any Deposited Securities consists of a dividend in Non-Voting Stock, the Depositary shall cause such Non-Voting Stock to be deposited under a Non-Voting Stock Deposit Agreement (the “Non-Voting Stock Deposit Agreement”) which may be entered into among the Company, the Depositary and all holders and beneficial owners from time to time of global depositary receipts issued thereunder and, subject to the terms and conditions of the Non-Voting Stock Deposit Agreement, will cause the depositary shares issuable in respect of such deposit to be distributed to the Holders entitled thereto, in proportion to the number of ADSs representing such Deposited Securities held by them respectively: provided, however, that if for any reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes or other governmental charges or that such Non-Voting Stock must be registered under the Securities Act of 1933 in order to be distributed to Holders) the Depositary deems such distribution not to be feasible, the Depositary, after consultation with the Company, may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the Non-Voting Stock thus received, or any part thereof, and the net proceeds of any such sale shall be distributed by the Depositary to the Holders entitled thereto as in the case of a distribution received in cash. In lieu of issuing receipts for fractional depositary shares representing such Non-Voting Stock in any such case, the Depositary shall sell the number of shares of such Non- Voting Stock represented by the aggregate of such fractions and distribute the net proceeds in dollars, all in the manner and subject to the conditions described in Section 4,02 of the Deposit Agreement. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary Depositary, after consultation with the Company, will have discretion as to whether the procedure to be followed in making such rights are to be made available to the Holders entitled thereto, subject to Section 5.09 of Receiptsthe Deposit Agreement, or in disposing of such rights on behalf of such Holders and distributing the net proceeds in dollars to such Holders or, if by the terms of such rights offering or by reason of applicable law, the Depositary may neither make such rights available to such Holders nor dispose of such rights and distribute the net proceeds to such Holders, then the Depositary shall allow the rights to lapse; provided, however, that the Depositary will, if requested in writing by the Company, either (a) make such rights available to all or certain Holders or Beneficial Owners by means of warrants or otherwise, if lawful and feasible, after deduction or upon payment of the fees and expenses of the Depositary, or (b) if making such rights available to certain Holders or Beneficial Owners is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, make reasonable efforts to sell such rights or warrants or other instruments at public or private salesales, at such place or places and upon such terms as the Depositary may deem proper, and after deduction or upon payment of the fees and expenses of the Depositary, allocate the net proceeds of such sales for the account of the Holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary SharesReceipt or Receipts, or otherwise. Subject to the foregoing, in the event that the Company issues any rights with respect to Non-Voting Stock, the securities issuable upon any exercise, whether by subscription or otherwise, of such rights by Holders or Beneficial Owners shall be depositary shares representing such Non-Voting Stock issued pursuant to the terms and provisions of the Non-Voting Stock Deposit Agreement. Notwithstanding anything to the contrary in Section 4.06 of the Deposit Agreement, if registration under the Securities Act of 1933 or any other applicable law of the rights or the securities to which any rights relate, or any filing, report, approval or consent of any third party is required in order for the Company to offer such rights to Holders or Beneficial Owners and to sell the securities represented by such rights, the Depositary will not offer such rights to the Holders unless and until a registration statement is in effect, or unless the offering and sale of such securities to the Holders are exempt from or not subject to the registration provisions of the Securities Act of 1933 or such filing, report, approval or consent has been submitted, obtained or granted, as the case may be. Neither the Depositary nor the Company shall have any obligation to register such rights or such securities under the Securities Act of 1933 or to submit, obtain or request, as the case may be, of such filing, report, approval or consent.

Appears in 1 contract

Samples: Deposit Agreement (Sk Telecom Co LTD)

Dividends and Distributions; Rights. Whenever the Depositary shall receive receives confirmation from the Custodian of receipt of any cash dividend or other cash distribution on the any Deposited SecuritiesProperty, the Depositary will, if at the time of receipt thereof shall as to any amounts received distribution in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States dollars distributable to the Holders entitled thereto andcurrency, subject to the provisions of Section 4.7 of the Deposit Agreement, promptly convert such dividend or distribution into United States dollars and will distribute the such amount thus received (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders entitled thereto, thereto in proportion to the number of American Depositary Shares representing such Deposited Securities Property held by them respectivelyrespectively without liability for interest thereon, after deduction or upon payment of the fees, if any, and expenses of the Depositary; provided, however, that the amount Depositary (i) shall make appropriate adjustments in the amounts so distributed will be reduced by any amounts required to be withheld by the Company or the Depositary in respect of taxes. If any such Deposited Property being not entitled, by reason of date of issuance or otherwise, to receive all or any portion of such distribution and (ii) in the judgment of event that the Company, the Depositary amounts received or the Custodian shall be required to withhold and does withhold from any cash dividend or other cash distribution in foreign currency may not be converted respect of any Deposited Property an amount on a reasonable basis into United States dollars distributable account of taxes or other governmental charges, the amount distributed to the Holders entitled theretoon the American Depositary Shares representing such Deposited Property shall be reduced accordingly. Holders and Beneficial Owners understand that in converting foreign currency, or may not be so convertible for all amounts received on conversion are calculated at a rate which exceeds four decimal places (the number of the Holders entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders entitled thereto and may distribute the balance of the foreign currency received and not so convertible by the Depositary to, or hold such balance for the account of, the Holders entitled thereto. If in the opinion of the Depositary any distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed decimal places used by the Depositary to report distribution rates). The excess amount may be retained by the Holders entitled thereto Depositary as in the case an additional cost of a distribution received in cashconversion, irrespective of any other fees and expenses payable or owing hereunder and shall not be subject to escheatment. If any distribution upon any Deposited Securities Property consists of a dividend in, or free distribution of, Shares, the Depositary may with may, subject to Section 5.7 of the Company’s approvalDeposit Agreement, and shall shall, if the Company shall so request, (i) instruct the Company to deposit or cause such Shares to be deposited with and registered in the name of the Custodian and (ii) distribute to the Holders entitled thereto, as of the record date fixed pursuant to Section 4.8 of the Deposit Agreement, in proportion to the number of American Depositary Shares representing such Deposited Securities Property held by them respectively, additional American Depositary Shares representing the number of Shares received as such dividend or free distribution. In lieu of delivering fractional American Depositary Shares in any such case, the Depositary will sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders entitled thereto. If additional American Depositary Shares are not so distributed (except as pursuant to the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe Receipts for additional Shares or any rights of any other nature, the Depositary will have discretion as to whether such rights are to be made available to the Holders of Receipts; provided, however, that the Depositary will, if requested by the Company, either (a) make such rights available to Holders by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and allocate the proceeds of such sales for account of the Holders otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions or the date of delivery of any American Depositary Shares, or otherwise.which represent

Appears in 1 contract

Samples: Deposit Agreement (Stolt Offshore S A)

Dividends and Distributions; Rights. Whenever the Depositary shall receive notice of any cash dividend or other cash distribution on the Deposited Securities, the Company shall pay such amounts to the Depositary willand the Depositary then shall, if at the time of receipt thereof any amounts received in a foreign currency other than United States dollars can in the judgment of the Depositary be converted on a reasonable basis into United States dollars distributable freely transferable to the Holders entitled thereto United States, and, subject to the provisions of the Deposit Agreement, convert such dividend or distribution into United States dollars and will shall distribute the amount thus received (less any reasonable expenses incurred by the Depositary in converting such foreign currency) to the Holders of Receipts entitled thereto, thereto in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that the amount distributed will shall be reduced by any amounts required to be withheld by the Company Company, its agent or the Depositary in respect on account of taxes. If in the judgment of the Depositary amounts received in foreign currency other than dollars may not be converted on a reasonable basis into United States dollars distributable freely transferable to the Holders entitled theretoUnited States, or may not be so convertible for all of the Holders of Receipts entitled thereto, the Depositary may in its discretion make such conversion, if any, and distribution in United States dollars to the extent permissible to the Holders of Receipts entitled thereto and may distribute the balance of the foreign such currency received and not so convertible by the Depositary to, or hold such balance for the account of, the Holders of Receipts entitled thereto. If in the opinion of the Depositary any distribution other than cash or Shares upon any Deposited Securities cannot be made proportionately among the Holders of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it if may deem equitable for the purpose of effecting such distribution, including the sale (at public or private sale, at such place or places and upon such terms as it may deem proper) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Holders of Receipts entitled thereto as in the case of a distribution received in cash. It is understood that, notwithstanding that a portion of any distribution is held by the Depositary pursuant to Section 4.2 of the Deposit Agreement, upon payment of the cash distribution to a Custodian and/or the Depositary in accordance with the terms and conditions of the Deposit Agreement, the Company shall have fully discharged, and be free of all, obligations to any Holder relating to such cash distribution. If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Depositary shall take all steps necessary to receive such distribution and may with the Company’s Companys approval, and shall if the Company shall so request, distribute to the Holders of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts for an aggregate number of American Depositary Shares representing such Deposited Securities held by them respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number of Shares received as such dividend or free distribution. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will may sell the number of Shares represented by the aggregate of such fractions and distribute the net proceeds, converted into United States dollars if not in such dollars (if such conversion may in the judgment of the Depositary be achieved on a reasonable basis), to the Holders of Receipts entitled thereto. If additional American Depositary Shares Receipts are not so distributed (except as pursuant to provided in the preceding sentence), each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby. In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary will Depositary, after consultation with the Company, shall have discretion as to whether such rights are to be made available to the Holders of Receipts; provided, however, that the Depositary willshall, if requested by the Company, either (a) make such rights available to Holders of Receipts by means of warrants or otherwise, if lawful and feasible, or (b) if making such rights available is not lawful or not feasible, or if the rights represented by such warrants or other instruments are not exercised and appear to be about to lapse, sell such rights or warrants or other instruments at public or private sale, at such place or places and upon such terms as the Depositary may deem proper, and allocate the proceeds of any such sales sale for account of the Holders of Receipts otherwise entitled thereto upon an averaged or other practicable basis without regard to any distinctions among such Holders because of exchange restrictions restrictions, or the date of delivery of any American Depositary SharesReceipt or Receipts, or otherwiseotherwise and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.2 of the Deposit Agreement. The Depositary will not offer such rights to Holders having an address in the United States, unless the Company furnishes to the Depositary (i) evidence that a registration statement under the Securities Act of 1933 covering such offering is in effect or (ii) an opinion of counsel for the Company in the United States satisfactory to the Depositary to the effect that such offering does not require registration under the Securities Act of 1933. The Company shall not be obligated to provide any such opinions or evidence or effect registration of such rights under the Securities Act of 1933.

Appears in 1 contract

Samples: Amer Sports Corp /Fi

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