Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, or such certifications are executed, or such representations and warranties made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 29 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for depositdeposit shall provide, any Holder and any Beneficial Owner may be requiredrequired to provide, subject as provided below and every Holder and Beneficial Owner agrees, subject as provided below, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or delivery Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof orthereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the delivery Delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's ’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's ’s sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.
Appears in 15 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (NIO Inc.), Deposit Agreement (Pinduoduo Inc.)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for depositdeposit shall provide, any Holder and any Beneficial Owner may be requiredrequired to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or delivery Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof orthereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the delivery Delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's ’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's ’s sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of the Deposit Agreement.
Appears in 15 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Jinxin Technology Holding Co), Deposit Agreement (Jinxin Technology Holding Co)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited SecuritiesProperty, compliance with applicable laws and laws, the terms of the Deposit Agreement or this ADR evidencing the ADSs and the provisions of, or governing, the Deposited Securities or other informationProperty, to execute such certifications and to make such representations and warranties, and to provide such other information and documentationdocumentation (or, in all cases the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary deems or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementAgreement and this ADR. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article paragraph (22) hereof or the terms of the Deposit Agreement25), the delivery of any Deposited Securities Property until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties made, are made or such other documentation or information is are provided, in each case to the Depositary's ’s, the Registrar’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless in a timely manner, with copies or originals if necessary and appropriate of (i) any such disclosure is prohibited by law. Each Holder proofs of citizenship or residence, taxpayer status, or exchange control approval or copies of written representations and warranties which it receives from Holders and Beneficial Owner agrees to provide Owners, and (ii) any other information requested by or documents which the Company or may reasonably request and which the Depositary pursuant to this paragraphshall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners Owners, or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 11 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, shall provide, any Holder and any Beneficial Owner may be requiredrequired to provide, subject as provided below and every Holder and Beneficial Owner agrees, subject as provided below, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or delivery Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof orthereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the delivery Delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's ’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's ’s sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.
Appears in 10 contracts
Samples: Deposit Agreement, Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, or such certifications are executed, or such representations and warranties made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 9 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, of a Receipt may be required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal proof of the identity of any person legally or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws beneficially interested in the Receipt and the terms nature of such interest or such information relating to the registration on the books of the Deposit Agreement and Issuer or the provisions ofForeign Registrar, or governing, the Deposited Securities or other informationif applicable, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems or the Issuer may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreementproper. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made. Upon the request of the Issuer, or the Depositary shall provide the Issuer (in a timely manner) with copies of all such other documentation or information is provided, in each case certificates and such written representations and warranties provided to the Depositary's and the Company's satisfactionDepositary under this Section 3.01. The Depositary shall Issuer may from time to time on request Owners or Beneficial Owners to provide information as to the written request advise capacity in which such Owners or Beneficial Owners own or owned Receipts and regarding the Company of the availability identity of any other persons then or previously interested in such proofs, certificates or Receipts and the nature of such interest and various other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by lawmatters. Each Holder Owner and Beneficial Owner agrees to provide any information requested by the Company Issuer or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 9 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Holder and any Owner or Beneficial Owner of a Receipt may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of (a) citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, charges or exchange control approval, legal or beneficial ownership of ADSs approval and Deposited Securities, compliance with all applicable laws and regulations concerning Deposited Securities and the terms of this Deposit Agreement, or (b) the Deposit Agreement identity of any person legally or beneficially interested in the Receipts and Shares and the provisions ofnature of such interest or such information relating to the registration on the books of the Issuer or the Foreign Registrar, or governing, the Deposited Securities or other informationif applicable, to execute such certifications certificates and to make such representations and warranties, and warranties or to provide such other information and documentationinformation, in all cases as the Depositary deems or the Issuer may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreementproper. The Depositary may, and shall, if reasonably requested by the RegistrarIssuer, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties madeare made to the satisfaction of the Depositary or the Issuer, or such other documentation or information is provided, in each as the case may be. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary's , if any is required by the Depositary, that all conditions to such deposit have been satisfied by the person depositing such Shares under South African laws and regulations, and that any necessary approval has been granted by any governmental body in the Company's satisfactionRepublic of South Africa which is then performing the function of the regulation of currency exchange or any other function which requires approval for the deposit of Shares. The Depositary shall from time to time on Upon the written request advise the Company of the availability Issuer, the Depositary shall provide the Issuer, as promptly as practicable, with copies of any all such proofsproofs and certificates and such written representations and warranties and information that the Depositary receives, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such extent that disclosure is prohibited permitted by applicable law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 8 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Naspers LTD/Adr), Deposit Agreement (Naspers LTD/Adr)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for depositdeposit shall provide, any Holder and any Beneficial Owner may be requiredrequired to provide, subject as provided below and every Holder and Beneficial Owner agrees, subject as provided below, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or delivery Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof orthereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the delivery Delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's ’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's ’s sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.
Appears in 8 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, shall provide, any Holder and any Beneficial Owner may be requiredrequired to provide, subject as provided below and every Holder and Beneficial Owner agrees, subject as provided below, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or delivery Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof orthereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the delivery Delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's ’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's ’s sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide provide, but only to the extent it is legally permitted to do so, any information requested by the Company or the Depositary pursuant to this paragraphparagraph and agrees that should it not be legally permitted to provide such information it shall promptly surrender the relevant American Depositary Shares for the purpose of the withdrawal of the Deposited Securities represented thereby in accordance with Section 2.6 of the Deposit Agreement. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 7 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Owner or Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement and Company or the provisions ofForeign Registrar, or governing, the Deposited Securities or other informationif applicable, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreementproper. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such that proof or other information is filed, filed or such certifications those certificates are executed, executed or such those representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to comply with requests from the Company pursuant to applicable law and regulations, the rules and requirements of the Euronext Paris stock exchange, the Nasdaq Global Market and of any other stock exchange on which the Shares or American Depositary Shares are, or may be, registered, traded or listed and any book-entry settlement system or the articles of association or similar document of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Owner owns American Depositary Shares (and Shares, as the case may be) and regarding the identity of any other person(s) interested in such American Depositary Shares and the nature of such interest and various other matters, whether or not they are Holders or Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward, upon the request of the Company and at the Company’s expense (unless otherwise agreed between the Company and the Depositary), any such request from the Company to the Owners and to forward to the Company any such responses to such requests received by the Depositary, to the extent that disclosure is permitted under applicable law. Holders and Owners of American Depositary Shares may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information requested by or documents, as the Company Company, the Depositary or the Depositary pursuant Custodian may deem necessary or proper to this paragraph. Nothing herein shall obligate fulfill the Depositary to (i) obtain any information for Company’s, the Company if not provided by Depositary’s or the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial OwnersCustodian’s obligations under applicable law.
Appears in 7 contracts
Samples: Deposit Agreement (Erytech Pharma S.A.), Deposit Agreement (Erytech Pharma S.A.), Deposit Agreement (Erytech Pharma S.A.)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Registered Holder and any or Beneficial Owner of a Receipt may be required, and every Holder and Beneficial Owner agrees, required by the Depositary or the Company from time to time (i) to provide to file with the Depositary Depositary, the Company, or the Custodian such proof of citizenship or residence, taxpayer status, exchange control approval, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Receipts, Deposited SecuritiesSecurities or other securities, compliance with all applicable laws and the or regulations or terms of the Deposit Agreement and the provisions ofor such Receipt, or governingsuch information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, or any other information the Deposited Securities Depositary or other informationthe Company may deem necessary or appropriate to evidence compliance with all applicable laws and regulations, and (ii) to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems and the Registrar, as applicable, may deem necessary or proper or as the Company may reasonably require request by written request to the Depositary consistent with its obligations under the Deposit AgreementDepositary. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the sale proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made, or such other documentation or information is provided, in each case are made to the DepositaryCompany's and the CompanyDepositary's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at shall provide the Company's sole expense, provide or otherwise make available in a timely manner, with copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 7 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Infosys Technologies LTD), Deposit Agreement (Infosys Technologies LTD)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and laws, the terms of the ADS Deposit Agreement or the ADS as evidenced by this ADR, and the provisions of, or governing, the Deposited Securities or other informationSecurities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentationdocumentation (or, in all cases the case of Shares in registered form presented for deposit, such information relating to the registration of Shares on the books of the Company or of the Share Registrar) as the Depositary deems or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the ADS Deposit AgreementAgreement and this ADR. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt ADR or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article paragraph (2225) hereof or the terms of the Deposit Agreementhereof, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties made, are made or such other information and documentation or information is are provided, in each case to the Depositary's, the Registrar's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 6 contracts
Samples: Ads Deposit Agreement (Citibank,N.A./ADR), Ads Deposit Agreement (Citibank,N.A./ADR), Ads Deposit Agreement (Citibank,N.A./ADR)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or of the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, or such certifications are executed, or such representations and warranties made, or such other documentation or information is are provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 6 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any ------------------------------------------------- person presenting Shares for deposit, deposit or any Registered Holder and any or Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, required by the Depositary or the Company from time to time (i) to provide to file with the Depositary Depositary, the Company, or the Custodian such proof of citizenship or residence, taxpayer status, exchange control approval, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited SecuritiesReceipts, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other informationsecurities, compliance with all applicable laws or regulations or terms of this Deposit Agreement or the Receipts, or such information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, or any other information the Depositary or the Company may deem necessary or appropriate to evidence compliance with all applicable laws and regulations, and (ii) to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require request by written request to the Depositary consistent with its obligations under the Deposit AgreementDepositary. The Depositary and the Registrar, as applicable, may may, and at the reasonable request of the Company, shall, withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the sale proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made, or such other documentation or information is provided, in each case are made to the DepositaryCompany's and the CompanyDepositary's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at shall provide the Company's sole expense, provide or otherwise make available in a timely manner, with copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 6 contracts
Samples: Deposit Agreement (Infosys Technologies LTD), Deposit Agreement (Infosys Technologies LTD), Deposit Agreement (Infosys Technologies LTD /Adr/)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, or such certifications are executed, or such representations and warranties made, or such other documentation or information is are provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 5 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares Eligible Securities for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approvals and any other applicable regulatory approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement or this receipt evidencing the ADS(s) and the provisions of, or governing, the Deposited Securities or other informationSecurities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentationdocumentation (or, in all cases the case of Eligible Securities in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Eligible Securities Registrar) as the Depositary deems or the Custodian may deem reasonably necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement, this Receipt and applicable laws and regulations. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article Paragraph (2223) hereof or the terms of the Deposit Agreementhereof, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, or such representations and warranties are made, or such other information and documentation or information is are provided, in each case to the Depositary's, the Registrar's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 5 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Au Optronics Corp), Deposit Agreement (Au Optronics Corp)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery Delivery of any Deposited Securities until such proof or other information is filed, or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 5 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited SecuritiesProperty, compliance with applicable laws and laws, the terms of the Deposit Agreement or this ADR evidencing the ADSs and the provisions of, or governing, the Deposited Securities or other informationProperty, to execute such certifications and to make such representations and warranties, and to provide such other information and documentationdocumentation (or, in all cases the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary deems or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementAgreement and this ADR. The Depositary and the Registrar, as applicable, may withhold the execution or delivery Delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article paragraph (2226) hereof or the terms of the Deposit Agreementthis ADR, the delivery of any Deposited Securities Property until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties made, are made or such other documentation or information is are provided, in each case to the Depositary's ’s, the Registrar’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 5 contracts
Samples: Deposit Agreement (Azul Sa), Deposit Agreement (Azul Sa), Deposit Agreement (Citibank,N.A./ADR)
Filing Proofs, Certificates and Other Information. Any person presenting Shares Eligible Securities for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, agrees from time to time to provide to the Depositary or and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control and any other applicable regulatory approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other informationSecurities, to execute such certifications and to make such representations and warranties, warranties and to provide such other information and documentationor documentation (or, in all cases the case of Eligible Securities in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Eligible Securities Registrar) as the Depositary deems or the Custodian may reasonably deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementDepositary. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, or such representations and warranties made, are made or such other documentation documents or information is are provided, in each case to the Depositary's, the Registrar's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless in a timely manner, with copies or originals if necessary and appropriate of (i) any such disclosure is prohibited by law. Each Holder proofs of citizenship or residence, taxpayer status, or exchange control approval which it receives from Holders and Beneficial Owners, (ii) any other information or documents which the Company may reasonably request and which the Depositary shall reasonably request and receive from any Holder or Beneficial Owner agrees to provide or any person presenting Eligible Securities for deposit or ADSs for cancellation, transfer or withdrawal, and (iii) in the case of withdrawal of Shares, any information requested and documents provided by Holders to the Company or Depositary, in accordance with Exhibit C of the Depositary pursuant to this paragraphDeposit Agreement. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 5 contracts
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, shall provide, any Holder and any Beneficial Owner may be requiredrequired to provide, subject as provided below and every Holder and Beneficial Owner agrees, subject as provided below, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may may, withhold the execution or delivery Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof orthereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the delivery Delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's ’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's ’s sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.
Appears in 5 contracts
Samples: Deposit Agreement (Huami Corp), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Huami Corp)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Holder and any Owner or Beneficial Owner of a Receipt may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement and Company or the provisions ofForeign Registrar, or governing, the Deposited Securities or other informationif applicable, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may reasonably deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreementproper. The Depositary may, and at the Registrarreasonable written request of the Company shall, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall shall, upon the Company’s written request, as promptly as practicable, provide the Company with copies of any such proofs of domicile or residence, exchange control approval, legal or beneficial ownership or other information referred to above which the Depositary receives. The Company may from time to time on request Owners to provide information as to the written request advise capacity in which such Owners hold Receipts and regarding the Company of the availability identity of any other Persons then interested in such proofs, certificates or other information Receipts and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless nature of such disclosure is prohibited by lawinterest. Each Holder and Beneficial Owner agrees to provide any information reasonably requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial OwnersSection 3.01.
Appears in 4 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Lan Chile Sa), Deposit Agreement (Lan Airlines SA)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Holder and any Owner or Beneficial Owner of a Receipt may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal proof of the identity of any person legally or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws beneficially interested in the Receipt and the terms nature of such interest or such information relating to the registration on the books of the Deposit Agreement and Company or the provisions ofShare Registrar, or governing, the Deposited Securities or other informationif applicable, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreementdeem necessary or proper. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made. Upon the request of the Company, or the Depositary shall provide the Company, as promptly as practicable, with copies of all such other documentation or information is provided, in each case certificates and such written representations and warranties provided to the Depositary's Depositary under this Article 6 and Section 3.01 of the Company's satisfactionDeposit Agreement. The Depositary shall Company may from time to time on request Owners or Beneficial Owners to provide information as to the written request advise capacity in which such Owners or Beneficial Owners own or owned Receipts and regarding the Company of the availability identity of any other persons then or previously interested in such proofs, certificates or Receipts and the nature of such interest and various other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by lawmatters. Each Holder and Owner or Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein No Share shall obligate be accepted for deposit unless accompanied by evidence, if any is required by the Depositary, that is reasonably satisfactory to the Depositary that all conditions to (i) obtain any information for the Company if not provided such deposit have been satisfied by the Holders or Beneficial Owners or (ii) verify or vouch for person depositing such Shares under Brazilian laws and regulations and any necessary approval has been granted by any governmental body in Brazil, if any, which is then performing the accuracy function of the information so provided by the Holders or Beneficial Ownersregulation of currency exchange.
Appears in 4 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Ultrapar Holdings Inc), Deposit Agreement (Bank of New York / Adr Division)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for depositdeposit shall provide, any Holder and any Beneficial Owner may be requiredrequired to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or and/or other governmental charges, foreign exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or delivery Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof orthereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the delivery Delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's ’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's ’s sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of the Deposit Agreement.
Appears in 4 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Wing Yip Food Holdings Group LTD), Deposit Agreement (Wing Yip Food Holdings Group LTD)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, shall provide, any Holder and any Beneficial Owner may be requiredrequired to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof orthereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the delivery Delivery of any Deposited Securities Securities, until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's ’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's ’s sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide provide, any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 4 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement, Deposit Agreement (Secoo Holding LTD)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Holder and any Beneficial Owner of a Receipt may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal proof of the identity of any person legally or beneficial ownership beneficially interested in the Receipt and the nature of ADSs and Deposited Securitiessuch interest, proof of compliance with all applicable laws and regulations and provisions of or governing Deposited Securities and the terms of the Deposit Agreement and or such information relating to the provisions ofregistration on the books of the Issuer or the Foreign Registrar, or governingif applicable, of the Deposited Securities Shares presented for deposit or other information, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems Depositary, or the Issuer upon request to the Depositary, may deem necessary or proper to comply with applicable laws or as the Company may reasonably require by written request regulations or to enable the Depositary consistent with to perform its obligations under the Deposit Agreement. The Depositary may, and at the Registrarrequest of the Issuer shall, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made. Upon the request and at the expense of the Issuer, the Depositary and the Custodian shall provide the Issuer, in a timely manner, with copies of any such proofs of citizenship or residence, or exchange control approval which it receives or any other information referred to above so requested. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that all conditions to such deposit have been satisfied by the person depositing such Shares under Argentine laws and regulations and any necessary approval has been granted by the governmental authority or body in the Argentine Republic, if any, which is then performing the function of the regulation of currency exchange. If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Issuer or the Foreign Registrar, if applicable, are closed, shall also be accompanied by (i) an agreement or assignment, or other documentation or information is provided, in each case instrument satisfactory to the Depositary's and , which will provide for the Company's satisfaction. The Depositary shall from time prompt transfer to time on the written request advise the Company of the availability Custodian of any dividend, or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such proofsdeposited Shares, certificates or in lieu thereof, such agreement of indemnity or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof agreement as shall be satisfactory to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder Depositary and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for if the accuracy Shares are registered in the name of the information so provided by person on whose behalf they are presented for deposit, a proxy or proxies entitling the Holders Custodian to vote such deposited Shares for any and all purposes until the Shares are registered in the name of the Custodian or Beneficial Ownersits nominee.
Appears in 4 contracts
Samples: Deposit Agreement (Irsa Propiedades Comerciales S.A.), Deposit Agreement (Irsa Propiedades Comerciales S.A.), Deposit Agreement (Irsa Propiedades Comerciales S.A.)
Filing Proofs, Certificates and Other Information. Any person presenting Shares Eligible Securities for deposit, and any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or Depositary, the Trustee, and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other informationSecurities, to execute such certifications and to make such representations and warranties, warranties and to provide such other information and documentationdocumentation (or, in all cases the case of Eligible Securities in registered form presented for deposit, such information relating to the registration on the books of the Trustee, the Company or of the applicable agent of either of them appointed for the registration and transfer of Eligible Securities) as the Depositary deems or the Custodian may deem reasonably necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement25), the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, executed or such representations and warranties made, or such other information and documentation or information is are provided, in each case to the Depositary's ’s, the Registrar’s, the Trustee’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 4 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Cemex Sab De Cv), American Depositary Receipt (Cemex Sab De Cv)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Holder and any Beneficial Owner or holder may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal compliance with all applicable laws, regulations and provisions of or beneficial ownership of ADSs and governing the Deposited Securities, compliance with applicable laws and or such information relating to the terms registration on the books of the Deposit Agreement and Company or the provisions ofForeign Registrar, or governing, the Deposited Securities or other informationif applicable, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementDepositary. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt American Depositary Shares or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made, or such other documentation or information is provided, in each case to the Depositary's ’s, the Custodian’s and the Company's ’s satisfaction. The Depositary shall from time provide to time on the Company upon its written request advise the Company copies or originals, if necessary and appropriate, of the availability of (i) any such proofsproofs of citizenship or residence, taxpayer status, exchange control approval, information, certificates or other information representations and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or warranties which the Depositary pursuant to receives under this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or Section 3.01, and (ii) verify any other information or vouch documents which the Company may reasonably request and which the Depositary shall request and receive from the Owner or Holder or any person presenting the Shares for deposit, in each case to the accuracy of extent that disclosure is permitted by applicable law and regulations. The Company is not responsible for monitoring the information so provided by the Holders Owners’ compliance with applicable laws or Beneficial Ownerstheir legal right to acquire Shares or American Depositary Shares.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank Bradesco)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, or such certifications are executed, or such representations and warranties made, or such other documentation or information is provided, in each case to the Depositary's ’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's ’s sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 3 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Hutchison China MediTech LTD), Deposit Agreement (Bavarian Nordic a/S / ADR)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Holder and any Owner or Beneficial Owner Owners of a Receipt may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement and the provisions ofIssuer, or governing, the Deposited Securities or other informationif applicable, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company Issuer may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementDepositary. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made, made or such other documentation or information is provided, in each case to the Depositary's and the Company's ’s satisfaction. The Depositary shall from time to time on provide the written request advise the Company of the availability of any such proofsIssuer, certificates or other information and shallas promptly as practicable, at the Company's sole Issuer’s reasonable written request and at the Issuer’s expense, provide copies of (i) any such proofs of citizenship or otherwise make available copies thereof to residence, taxpayer status, or exchange control approval which it receives from Owners and Beneficial Owners, and (ii) any other information or documents which the Company upon written Issuer may reasonably request thereof by and which the CompanyDepositary shall request and receive from any Owner or any person presenting Shares for deposit or ADSs for cancellation and withdrawal, unless such disclosure is prohibited by law. Each Holder Owner and Beneficial Owner agrees to provide any information requested by the Company Issuer or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company Issuer if not provided by the Holders Owners or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders Owners or Beneficial Owners.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Coca-Cola Hellenic Bottling Co Sa), Deposit Agreement (Citibank,N.A./ADR)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Holder and any Beneficial Owner of a Receipt may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer statusexchange control approval, payment of all applicable Chilean taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement and Company or the provisions ofForeign Registrar, or governing, the Deposited Securities or other informationif applicable, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreementdeem necessary or proper. The Depositary may (and at the Registrar, as applicable, may request of the Company shall) withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall provide to the Company, promptly upon the Company’s written request, copies of any such proofs of citizenship or residence or other information referred to above. The Company may from time to time on request Owners to provide information as to the written request advise capacity in which such Owners own Receipts and regarding the Company of the availability identity of any other persons then interested in such proofs, certificates or other information receipts and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless nature of such disclosure is prohibited by lawinterest. Each Holder and Beneficial Owner agrees to provide any information reasonably requested by the Company or the Depositary pursuant to this paragraphsection. Nothing herein No Shares shall obligate be accepted for deposit unless accompanied by evidence satisfactory to the Depositary to (i) obtain that any information for approval, if required, has been granted by any governmental body in Chile that is then performing the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy function of the information so provided by regulation of currency exchange. If the Holders person proposing to deposit Shares is not domiciled or Beneficial Ownersresident in Chile, the Custodian shall not accept those Shares unless it receives from or on behalf of that person sufficient evidence that the Shares were purchased in full compliance with the foreign exchange regulations applicable to investments in Chile (either Chapter XIV of the Compendium of Foreign Exchange Regulations of the Central Bank or Decree Law 600 of 1974, as amended, and related agreements with the Foreign Investment Committee) and, if applicable, an instrument whereby that person assigns and transfers to the Depositary any rights it may have under Chilean regulations relating to currency exchange. Pursuant to Chapter XIV of the Compendium of Foreign Exchange Regulations of the Central Bank, the Custodian and/or the Depositary shall give notice to the Central Bank that the Shares have been deposited in exchange of Receipts.
Appears in 3 contracts
Samples: Deposit Agreement (Masisa S.A.), Deposit Agreement (Terranova S A), Deposit Agreement (Masisa S.A.)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, or such certifications are executed, or such representations and warranties made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphparagraph within the timeframes reasonably requested by the Company or the Depositary. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 3 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Owner or Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal evidence of the number of Shares beneficially owned or beneficial ownership of ADSs and Deposited Securities, any other matters necessary or appropriate to evidence compliance with applicable the laws and the terms of the Deposit Agreement Commonwealth of Australia, the constitution or similar document of the Company and exchange control regulations, as indicated to the provisions ofDepositary by the Company, or governingsuch information relating to the registration on the books of the Company or the Foreign Registrar, the Deposited Securities or other informationif applicable, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to instruct the Depositary consistent with its obligations under the Deposit Agreementin writing to require. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such that proof or other information is filed, filed or such certifications those certificates are executed, executed or such those representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on provide the written request advise the Company of the availability of any such proofsCompany, certificates or other information and shall, at upon the Company's sole expensereasonable written request and at its expense as promptly as practicable, provide with copies of any information or otherwise make available copies thereof other material which it receives pursuant to Section 3.1 of the Deposit Agreement, to the Company upon written request thereof by the Company, unless such extent that disclosure is prohibited by permitted under applicable law. Each Owner and Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphSection 3.1 of the Deposit Agreement. Nothing herein shall obligate As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares (iiii) obtain evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Foreign Registrar in the name of the Depositary, a Custodian or a nominee of the Depositary or a Custodian, (iv) evidence satisfactory to the Depositary that any information necessary approval has been granted by any governmental body in each applicable jurisdiction and (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the Company if not provided by prompt transfer to the Holders Custodian of any dividend, or Beneficial Owners right to subscribe for additional Shares or (ii) verify to receive other property, that any person in whose name those Shares are or vouch for have been recorded may thereafter receive upon or in respect of those Shares, or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the accuracy of the information so provided by the Holders or Beneficial OwnersDepositary.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for depositdeposit shall provide, any Holder and any Beneficial Owner may be requiredrequired to provide, and every Holder and Beneficial Owner agrees, agrees from time to time to provide provide, to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or delivery Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof orthereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the delivery Delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's ’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's ’s sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of the Deposit Agreement.
Appears in 3 contracts
Samples: Deposit Agreement (Lotus Technology Inc.), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Lotus Technology Inc.)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (2223) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, or such certifications are executed, or such representations and warranties made, or such other documentation or information is provided, in each case to the Depositary's ’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's ’s sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 3 contracts
Samples: Deposit Agreement (Bioceres S.A.), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Owner or Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement and Company or the provisions ofForeign Registrar, or governing, the Deposited Securities or other informationif applicable, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementDepositary. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such that proof or other information is filed, filed or such certifications those certificates are executed, executed or such those representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on Upon the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by expense of the Company, unless the Depositary shall provide the Company, as promptly as practicable, with copies or originals if necessary and appropriate of (i) any such proofs of citizenship or residence, taxpayer status, or exchange control approval that it receives from Holders and Owners, and (ii) any other information or documents that the Company may reasonably request in writing and which the Depositary shall request and receive from any Holder or Owner or any person presenting Shares for deposit or American Depositary Shares for cancellation and withdrawal, to the extent that disclosure is prohibited by permitted under applicable law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to Except as otherwise expressly set forth in this paragraph. Nothing herein Deposit Agreement, nothing in this Deposit Agreement shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Owners or Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders Owners or Beneficial OwnersHolders.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, shall provide, any Holder and any Beneficial Owner may be required, required to provide and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may may, withhold the execution or delivery Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof orthereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the delivery Delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's ’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's ’s sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.
Appears in 3 contracts
Samples: Deposit Agreement (Just Eat Takeaway.com N.V.), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs GDSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other informationSecurities, to execute such certifications and to make such representations and warranties, warranties and to provide such other information and documentationor documentation (or, in all cases the case of Shares in registered form presented for deposit, such information relating to the registration of Shares on the books of the Shares Registrar) as the Depositary deems or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement, provided that such written request shall be delivered by the Company to the Depositary in a timely manner. The Subject to Article (24) hereof and the terms of the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, or such representations and warranties made, made or such other information and documentation or information is are provided, in each case to the Depositary's, the Registrar's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Holder and any Owner or Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer statusdate of birth or incorporation, payment holdings of all applicable taxes or other governmental chargesAmerican Depositary Shares, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement and Company or the provisions ofForeign Registrar, or governing, the Deposited Securities or other informationif applicable, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary. Each Owner agrees, upon request of the Depositary, to seek from each Beneficial Owner of American Depositary consistent Share registered in the name of such Owner the proof or other information listed above with its obligations under respect to such Beneficial Owner. Each Beneficial Owner agrees to promptly provide such information, and each Owner agrees to promptly forward such information to the Deposit AgreementDepositary. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt American Depositary Shares or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on provide the Company, upon the Company’s written request advise the Company of the availability and as promptly as practicable, with copies of any such proofs, certificates or other information and shallcertificates which it receives, at to the Company's sole expenseextent permitted by applicable law. If the Depositary, the Owners or the Beneficial Owners, as the case may be, does not provide the requested proof or otherwise make available copies thereof information to the Company upon written request thereof within the time permitted by applicable law and regulations or has provided incomplete or erroneous information, the Company, unless such disclosure Shares with respect to which information is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company missing or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy incomplete may be deprived of the information so right to vote at all shareholders’ meetings that may be held until proper identification is provided by and the Holders or Beneficial Ownerspayment of the dividend on such Shares may be withheld until such date.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Thomson), Deposit Agreement (Thomson)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, and any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and laws, the terms of the Deposit Agreement or this ADR evidencing the ADSs and the provisions of, or governing, the Deposited Securities or other informationSecurities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentationdocumentation (or, in all cases the case of Shares in registered form presented for deposit, such information relating to the registration of Shares on the books of the Company or of the Shares Registrar) as the Depositary deems or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementAgreement and this ADR. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article paragraph (22) hereof or the terms of the Deposit Agreement24), the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's ’s, the Registrar’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and laws, the terms of the Deposit Agreement or the ADR(s) evidencing the ADSs and the provisions of, or governing, the Deposited Securities or other informationSecurities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentationdocumentation (or, in all cases the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Shares Registrar) as the Depositary deems or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementAgreement and the applicable ADR(s). The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article paragraph (22) hereof or the terms of the Deposit Agreement24), the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties made, are made or such other information or documentation or information is are provided, in each case to the Depositary's, the Registrar's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 3 contracts
Samples: Deposit Agreement (Sterlite Industries (India) LTD), Deposit Agreement (Sterlite Industries (India) LTD), Deposit Agreement (Sterlite Industries (India) LTD)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Owner or Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement and Company or the provisions ofForeign Registrar, or governing, the Deposited Securities or other informationif applicable, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary. Upon the written request and at the expense of the Company, the Depositary consistent with its obligations under shall provide the Deposit Agreement. The Depositary and the RegistrarCompany, as applicablepromptly as practicable, with copies or originals if necessary and appropriate of (i) any such proofs of citizenship or residence, taxpayer status, or exchange control approval that it receives from Holders and Owners, and (ii) any other information or documents that the Company may withhold reasonably request in writing and which the execution Depositary shall request and receive from any Holder or delivery Owner or registration of transfer of any Receipt person presenting Shares for deposit or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof orAmerican Depositary Shares for cancellation and withdrawal, to the extent not limited by Article (22) hereof or the terms of the that disclosure is permitted under applicable law. Except as otherwise expressly set forth in this Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, or such certifications are executed, or such representations and warranties made, or such other documentation or information is provided, nothing in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein Deposit Agreement shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Owners or Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders Owners or Beneficial OwnersHolders. The Depositary may withhold the delivery or registration of transfer of any American Depositary Shares, the distribution of any dividend or other distribution or of the proceeds thereof or the delivery of any Deposited Securities until that proof or other information is filed or those certificates are executed or those representations and warranties are made. As conditions of accepting Shares for deposit, the Depositary may require from the party proposing to deposit the Shares (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares (iii) evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Foreign Registrar in the name of the Depositary, a Custodian or a nominee of the Depositary or a Custodian, (iv) evidence satisfactory to the Depositary that any necessary approval has been granted by any applicable governmental body in Switzerland and (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property, that any person in whose name those Shares are or have been recorded may thereafter receive upon or in respect of those Shares, or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Filing Proofs, Certificates and Other Information. Any person presenting Shares CPOs for deposit, deposit or any Owner or Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement and Company or the provisions ofForeign Registrar, or governing, the Deposited Securities or other informationif applicable, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreementproper. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt American Depositary Shares or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made, or such other documentation or information is provided, in each case . No CPO shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary's and Depositary that any necessary approval has been granted by any governmental body in Mexico that is then performing the Company's satisfactionfunction of the regulation of currency exchange. The Depositary shall from time may refuse to time on accept for deposit any CPOs that the Depositary believes to be Restricted Securities. The Depositary may, but is not obligated to, require an opinion of recognized counsel in the United States upon which the Depositary may rely, in determining whether or not any CPOs are Restricted Securities. The Depositary will comply with reasonable written instructions of the Company not to accept for deposit hereunder any CPOs identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Company’s compliance with U.S. securities laws. Upon the reasonable written request advise the Company of the availability Company, the Depositary shall provide the Company, as promptly as practicable, with copies of any such proofsproofs or citizenship or residence, certificates or other information and shallexchange control approval which it receives, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such extent that disclosure is prohibited by permitted under applicable law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.), Deposit Agreement (Bank of New York / Adr Division)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, information relating to the registration on the CHESS Subregister if applicable, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, ; to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreementhereunder. The Depositary and the Registrar, as applicable, may withhold the execution or delivery Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof orthereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreementhereof, the delivery Delivery of any Deposited Securities Securities, until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and or any Beneficial Owner may may, in addition to the requirement of Article (12) of this Receipt, be required, and every Holder and Beneficial Owner agrees, required from time to time (a) to provide to the Depositary or and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approvalapprovals, legal or beneficial ownership of ADSs and or Deposited Securities, compliance with all applicable laws and the terms of the Deposit Agreement Agreement, and the provisions of, or governing, the Deposited Securities or other informationSecurities, and (b) to execute such certifications and to make such representations and warranties, warranties and to provide such other information and documentationdocumentation (or, in all cases the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the appointed agent of the Company for the registration and transfer of Shares) as the Depositary deems or the Custodian may reasonably deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of all or part of any Receipt Receipt, or the distribution or sale of any dividend or other distribution of rights or of the net proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, sale thereof or the delivery of any Deposited Securities Securities, until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's ’s, the Registrar’s and the Company's ’s reasonable satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless in a timely manner, with copies or originals if necessary and appropriate of (i) any such disclosure is prohibited by law. Each Holder proofs of citizenship or residence, taxpayer status, or exchange control approval which it receives from Holders and Beneficial Owner agrees to provide Owners, and (ii) any other information requested by or documents which the Company or may reasonably request and which the Depositary pursuant to this paragraphshall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation and withdrawal. Nothing herein or in the Deposit Agreement shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. The Depositary shall be entitled to provide to Russian state authorities of competent jurisdiction, as may be necessary or appropriate to satisfy the requirements of Russian law, directly or through the Company, all such information or documents (in the form of copies or originals) of any kind or nature whatsoever concerning Holders and Beneficial Owners, it being understood that the Depositary accepts no responsibility for or liability arising out of or in connection with any inaccuracies or misstatements in or misleading omissions from any information or documents furnished to it directly or indirectly by or on behalf of the Holders and Beneficial Owners, or in connection with any failure by the Company to timely provide to the relevant Russian state authorities any such information as the Depositary submits indirectly through the Company.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Joint Stock Co Sitronics)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for depositdeposit shall provide, any Holder and any Beneficial Owner may be requiredrequired to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or delivery Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof orthereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the delivery Delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's ’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's ’s sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. paragraph Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of the Deposit Agreement.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (WeRide Inc.)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, and any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Company, the Depositary or and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and laws, the terms of the Deposit Agreement or the ADR(s) evidencing the ADSs and the provisions of, or governing, the Deposited Securities or other informationSecurities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentationdocumentation (or, in all cases the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary deems or the Custodian may reasonably deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementAgreement and the applicable ADR(s). The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article paragraph (22) hereof or the terms of the Deposit Agreement24), the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties made, are made or such other information or documentation or information is are provided, in each case to the Depositary's ’s, the Registrar’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless in a timely manner, with copies or originals if necessary and appropriate of (i) any such disclosure is prohibited by law. Each Holder proofs of citizenship or residence, taxpayer status, or exchange control approval or copies of written representations and warranties which it receives from Holders and Beneficial Owner agrees to provide Owners, and (ii) any other information requested by or documents which the Company or may reasonably request and which the Depositary pursuant to this paragraphshall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal. Nothing herein The Depositary shall obligate the Depositary not be required to (i) except to the extent that information is readily accessible from the records of the Depositary, obtain any information for the Company if not provided by the Holders or Beneficial Owners Owners, or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (BHP Billiton LTD)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery Delivery of any Deposited Securities until such proof or other information is filed, or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, or such certifications are executed, or such representations and warranties made, or such other documentation or information is provided, in each case to the Depositary's ’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's ’s sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphparagraph within the timeframes reasonably requested by the Company or the Depositary. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Genmab a/S)
Filing Proofs, Certificates and Other Information. Any person presenting Shares Stock for deposit, deposit or any Holder and any Beneficial Owner of a Receipt may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to the Depositary or the Custodian file such proof of citizenship or residence, evidence of number of shares of Stock beneficially owned, any other matters necessary or appropriate to evidence compliance with the Banking (Foreign Exchange) Regulations, the Foreign Txxxxxxx Xxx 0000 of Australia, Broadcasting and Txxxxxxxxx Xxx, 0000 as amended, of the Commonwealth of Australia, the Corporations Law of South Australia, other laws of Australia or the Memorandum and Articles of Association of the Company, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement Agreement, information relating to the registration on the books of the Company (or the appointed agent of the Company for transfer and registration of Stock) of the provisions of, or governing, the Deposited Securities Stock presented for deposit or other information, to or execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases each case as the Depositary deems necessary or proper or as the Company may reasonably require by written request to deem necessary or proper; provided that the Company notify the Depositary consistent with its obligations under in writing of any request for any of the Deposit Agreementforegoing. The Depositary may, and shall if requested by the RegistrarCompany, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, subject to the extent not limited by Article Paragraph (22) hereof or the terms of the Deposit Agreementhereof, the delivery of any Deposited Securities and may, and shall make a reasonable effort if directed by the Company, refuse to vote the Deposited Securities of a specified Holder in accordance with instructions received from such Holder pursuant to Paragraph (14) hereof and Section 4.07 of the Deposit Agreement, in each case until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made, or such other documentation or information is provided, in each case are made to the Depositary's and and, in the case of a direction by the Company, the Company's satisfaction. The Depositary at the Company's request and expense shall from time to time on provide the written request advise the Company of the availability Company, in a timely manner, with copies of any such proofs, information, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to representations and warranties as the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Ownersmay request.
Appears in 2 contracts
Samples: Deposit Agreement (News Holdings LTD), Amended and Restated Deposit Agreement (News Corp LTD)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, and any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Company, the Depositary or and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement or this ADR and the provisions of, or governing, the Deposited Securities or other informationSecurities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentationdocumentation (or, in all cases the case of Shares in registered form presented for deposit, such information relating to the registration of Shares on the books of the Shares Registrar) as the Depositary deems or the Custodian may reasonably deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementAgreement and this ADR. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article paragraph (2224) hereof or the terms of the Deposit Agreementhereof, the delivery Delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other information and documentation or information is are provided, in each case to the Depositary's, the Registrar's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 2 contracts
Samples: Deposit Agreement (China Netcom Group CORP (Hong Kong) LTD), Deposit Agreement (China Netcom Group CORP (Hong Kong) LTD)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for depositdepositing CPOs, any Holder and or any Beneficial Owner person who wishes to give instructions as to voting the Shares underlying the CPOs represented by GDSs, may be required, and every Holder and Beneficial Owner agrees, required from time to time (a) to provide to file with the Depositary or the Custodian such proof of citizenship or citizenship, nationality, residence, taxpayer statusexchange control approval, payment of all applicable Mexican taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with all applicable laws laws, regulations, and the terms of the Deposit Agreement and the provisions of, or governing, the governing Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, and legal or beneficial ownership of Receipts, Deposited Securities and other securities, and the nature of such interest, (b) to provide information to the Depositary or Custodian relating to the registration on the books of the Trust or the Company (or the appointed agent for the transfer and registration of CPOs) of the CPOs presented for deposit or other information, (c) to execute such certificates, and (d) to make such written representations and warranties as the Depositary or the Company may deem necessary or proper to enable the Depositary or the Company to perform its obligations hereunder or under applicable laws or the CPO Trustee to perform its obligations under the Trust or under applicable laws. The Depositary may withhold the delivery or registration of transfer of all or part of any Receipt, the delivery of any dividend or other distribution or of rights or of the net proceeds of the sale thereof or, subject to Section 7.07 of the Deposit Agreement , the delivery of any Deposited Securities until Security represented by the GDSs evidenced by such proof or other information is filedReceipt, or may refuse to cause to be exercised the voting rights, if any, in respect of Deposited Securities, until the foregoing is accomplished to the satisfaction of the Company and the Depositary . The Depositary shall, upon the Company’s written request, provide to the Company in a timely manner copies of any such certifications are executed, or proofs and certificates and such written representations and warranties made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Ownersthat it receives.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Grupo Televisa, S.A.B.)
Filing Proofs, Certificates and Other Information. Any person presenting Shares Warrants for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs ADWs and Deposited Securities, compliance with applicable laws and laws, the terms of the ADW Deposit Agreement or this ADWR and the provisions of, or governing, the Deposited Securities or other informationSecurities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentationdocumentation (or, in all cases the case of Warrants in registered form presented for deposit, such information relating to the registration of Warrants on the books of the Company or of the Warrant Registrar) as the Depositary deems or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the ADW Deposit AgreementAgreement and this ADWR. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt ADWR or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article paragraph (2225) hereof or the terms of the Deposit Agreementhereof, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties made, are made or such other information and documentation or information is are provided, in each case to the Depositary's, the Registrar's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 2 contracts
Samples: Adw Deposit Agreement (Air France /Fi), Adw Deposit Agreement (Air France /Fi)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Holder and any Owner or Beneficial Owner of a Receipt may be required, and every Holder and Beneficial Owner agrees, required by the Depositary from time to time (i) to provide to file with the Depositary Depositary, the Company or the Custodian such proof of citizenship or residence, taxpayer status, exchange control approval, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Receipts, Deposited SecuritiesSecurities or other securities, compliance with all applicable laws and the or regulations or terms of the Deposit Agreement and the provisions ofor such Receipt, or governingsuch information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, or any other information the Deposited Securities Depositary or other informationthe Company may deem necessary or appropriate to evidence compliance with all applicable laws and regulations, and (ii) to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems and the Registrar, as applicable, may deem necessary or proper or as the Company may reasonably require request by written request to the Depositary consistent with its obligations under the Deposit AgreementDepositary. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the sale proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made, or such other documentation or information is provided, in each case are made to the DepositaryCompany's and the CompanyDepositary's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at shall provide the Company's sole expense, provide or otherwise make available in a timely manner, with copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 2 contracts
Samples: Deposit Agreement (Absa Group /Fi), Deposit Agreement (Absa Group /Fi)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, or such certifications are executed, or such representations and warranties made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphparagraph within the timeframes reasonably requested by the Company or the Depositary. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for depositdepositing CPOs, any Holder and or any Beneficial Owner person who wishes to give instructions as to voting the Shares underlying the CPOs represented by GDSs, may be required, and every Holder and Beneficial Owner agrees, required from time to time (a) to provide to file with the Depositary or the Custodian such proof of citizenship or citizenship, nationality, residence, taxpayer statusexchange control approval, payment of all applicable Mexican taxes or other governmental charges, exchange control approvalcompliance with all applicable laws, regulations, and provisions governing Deposited Securities and the terms of this Deposit Agreement, and legal or beneficial ownership of ADSs Receipts, Deposited Securities and Deposited Securitiesother securities, compliance with applicable laws and the terms nature of such interest, (b) to provide information to the Depositary or Custodian relating to the registration on the books of the Deposit Agreement Trust or the Company (or the appointed agent for the transfer and registration of CPOs) of the provisions of, or governing, the Deposited Securities CPOs presented for deposit or other information, (c) to execute such certifications certificates, and (d) to make such written representations and warranties, and to provide such other information and documentation, in all cases warranties as the Depositary deems or the Company may deem necessary or proper to enable the Depositary or as the Company may reasonably require by written request to perform its obligations hereunder or under applicable laws or the Depositary consistent with CPO Trustee to perform its obligations under the Deposit AgreementTrust or under applicable laws. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of all or part of any Receipt or Receipt, the distribution or sale delivery of any dividend or other distribution or of rights or of the net proceeds of the sale thereof or, subject to the extent not limited by Article (22) hereof or the terms of the Deposit AgreementSection 7.07 hereof, the delivery of any Deposited Securities until Security represented by the GDSs evidenced by such proof or other information is filedReceipt, or may refuse to cause to be exercised the voting rights, if any, in respect of Deposited Securities, until the foregoing is accomplished to the satisfaction of the Company and the Depositary. The Depositary shall, upon the Company’s written request, provide to the Company in a timely manner copies of any such certifications are executed, or proofs and certificates and such written representations and warranties made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Ownersthat it receives.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Grupo Televisa, S.A.B.)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other relevant information, ; to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may may, and at the request of the Company shall, withhold the execution or delivery Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof orthereof, or to the extent not limited by Article (22) hereof or the terms of Section 7.8 of the Deposit Agreement, the delivery Delivery of any Deposited Securities Securities, until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's ’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request of the Company, advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's ’s sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 2 contracts
Samples: Deposit Agreement (Amec PLC), Deposit Agreement (Amec PLC)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder Owner and any Beneficial Owner may be required, and every Holder Owner and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs American Depositary Shares and Deposited Securities, compliance with applicable laws and the terms of the this Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, ; to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreementhereunder. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof orof any sale of such distribution or rights, or to the extent not limited by Article (22) hereof or the terms of the Deposit AgreementSection 2.06, the delivery of any Deposited Securities Securities, until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder Owner and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders Owners or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders Owners or Beneficial Owners.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Owner or Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer tax payer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement and Company or the provisions ofForeign Registrar, or governing, the Deposited Securities or other informationif applicable, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may reasonably deem necessary or proper proper, or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreementrequest. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt American Depositary Shares or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on Upon the written request advise the Company of the availability of any such proofsCompany, certificates or other information and the Depositary shall, at the Company's sole expenseas promptly as practicable, provide or otherwise make available copies thereof to the Company upon written request thereof by copies or originals, if necessary or appropriate, of any proofs of citizenship or residence, taxpayer status, exchange control approval, information, certificate or other representations and warranties that the CompanyDepositary receives under this Article 6 from the Owner or Holder or any person presenting Shares for deposit, unless such to the extent that disclosure is prohibited by permitted under applicable law. Each Owner and Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphArticle 6. Nothing herein shall obligate Neither the Company nor the Depositary is responsible for monitoring the Owners’ or the Holders’ compliance with applicable laws and regulations or their legal right to (i) obtain acquire Shares or American Depositary Shares. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that any information for necessary approval has been granted by any governmental body in each applicable jurisdiction that is then performing the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy function of the information so provided by the Holders or Beneficial Ownersregulation of currency exchange.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Mazor Robotics Ltd.)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Holder and any or Beneficial Owner of a Receipt may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Receipts, Deposited SecuritiesSecurities or other securities, compliance with all applicable laws and the or regulations or terms of the Deposit Agreement and the provisions ofor such Receipt, payment of all applicable Chilean taxes or other governmental charges, or governingsuch information relating to the registration on the books of the Company or the Foreign Registrar, the Deposited Securities or other informationif applicable, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may reasonably deem necessary or proper or as the Company reasonably may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreementrequire. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities underlying such Receipt until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, shall provide or otherwise make available copies thereof to the Company as promptly as practicable upon written request thereof by the Company, unless such disclosure is prohibited by law. Each No Shares shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that the deposit has been authorized by the Central Bank (unless and until the Company provides the Depositary with evidence satisfactory to it that such authorization is not longer necessary) and that the conditions for such authorization, as set forth in the Foreign Exchange and Investment Contract, have been satisfied. If required by applicable Chilean law, no Shares shall be accepted for deposit unless the Custodian has received from or on behalf of the depositor a certificate satisfactory to the Custodian to the effect that either:
(a) each of the following conditions has been met:
(i) the Shares were purchased with pesos received upon conversion by the investor of dollars in the formal exchange market;
(ii) at the time of such currency conversion, the depositor indicated his intention to purchase Shares entitled to the benefits of the Foreign Exchange and Investment Contract;
(iii) the depositor acquired such Shares on an authorized stock exchange in Chile;
(iv) the Shares being deposited have been registered in the name of the Depositary;
(v) the investor has waived the right of access to the formal exchange market relating to the Shares being deposited; or
(b) such Shares are being redeposited by a former Holder who received them upon surrendering Receipts (in which case the certificate of the Custodian referred to in Section 2.05 of this Agreement shall serve as satisfactory evidence) and Beneficial Owner agrees that the Holder waives the right to provide any information requested by access to the formal exchange market relating to the Shares being redeposited. Upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited hereunder, together with the other documents above specified, such Custodian shall, as soon as transfer and recordation can be accomplished, present such certificate or certificates to the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate Foreign Registrar, if applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or such Custodian or its nominee at the cost and expense of the person making such deposit (or for whose benefit such deposit is made) and shall obtain evidence satisfactory to (i) obtain any information it of such registration. Deposited Securities shall be held by the Depositary or by a Custodian for the Company if not provided by account and to the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy order of the information so provided by Depositary or at such other place or places as the Holders or Beneficial OwnersDepositary shall determine.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Owner or Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal evidence of the number of Shares beneficially owned or beneficial ownership of ADSs and Deposited Securities, any other matters necessary or appropriate to evidence compliance with applicable the laws and the terms of the Deposit Agreement Commonwealth of Australia, the constitution of the Company and exchange control regulations, as indicated to the provisions ofDepositary by the Company, or governingsuch information relating to the registration on the books of the Company or the Foreign Registrar, the Deposited Securities or other informationif applicable, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to instruct the Depositary consistent with its obligations under the Deposit Agreementin writing to require. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such that proof or other information is filed, filed or such certifications those certificates are executed, executed or such those representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on provide the Company, upon the Company's reasonable written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide as promptly as practicable, with copies of any information or otherwise make available copies thereof other material that it receives pursuant to Section 3.1 of the Deposit Agreement, to the Company upon written request thereof by the Company, unless such extent that disclosure is prohibited by permitted under applicable law. Each Holder Owner and Beneficial Owner Hxxxxx agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphSection 3.1 of the Deposit Agreement. Nothing herein shall obligate As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares, (iiii) obtain evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Foreign Registrar in the name of the Depositary, a Custodian or a nominee of the Depositary or a Custodian, (iv) evidence satisfactory to the Depositary that any information necessary approval has been granted by any governmental body in each applicable jurisdiction and (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the Company if not provided by prompt transfer to the Holders Custodian of any dividend, or Beneficial Owners right to subscribe for additional Shares or (ii) verify to receive other property, that any person in whose name those Shares are or vouch for have been recorded may thereafter receive upon or in respect of those Shares, or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the accuracy of the information so provided by the Holders or Beneficial OwnersDepositary.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or of the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, or such certifications are executed, or such representations and warranties made, or such other documentation or information is are provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the Company's written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, and any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and laws, the terms of the Deposit Agreement or the ADR(s) evidencing the ADSs and the provisions of, or governing, the Deposited Securities or other informationSecurities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentationdocumentation (or, in all cases the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary deems or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementAgreement and the applicable ADR(s). The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article paragraph (2224) hereof or the terms of the Deposit Agreementhereof, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties made, are made or such other information or documentation or information is are provided, in each case to the Depositary's ’s, the Registrar’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless in a timely manner, with copies or originals if necessary and appropriate of (i) any such disclosure is prohibited by law. Each Holder proofs of citizenship or residence, taxpayer status, or exchange control approval or copies of written representations and warranties which it receives from Holders and Beneficial Owner agrees to provide Owners, and (ii) any other information requested by or documents which the Company or may reasonably request and which the Depositary pursuant to this paragraphshall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal. Nothing herein shall obligate obligat the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners Owners, or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Xunlei LTD)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, and any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement or this ADR and the provisions of, or governing, the Deposited Securities or other informationSecurities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentationdocumentation (or, in all cases the case of Shares in registered form presented for deposit, such information relating to the registration of Shares on the books of the Shares Registrar) as the Depositary deems or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article paragraph (22) hereof or the terms of the Deposit Agreement24), the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties made, are made or such other information and documentation or information is are provided, in each case to the Depositary's, the Registrar's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of Any person presenting Shares for deposit, any such proofsHolder and any Beneficial Owner, certificates or other information and shallas applicable, at the Company's sole expense, provide or otherwise make available copies thereof hereby consents to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by Depositary providing the Company or any Norwegian Public Authority (i.e., the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to Norwegian Securities Commission), in a timely manner, with copies or originals if necessary and appropriate of (i) obtain any information for the Company if not provided by the such proofs of citizenship or residence, taxpayer status, or exchange control approval which it receives from Holders or and Beneficial Owners or Owners, and (ii) verify any other information (including the number of Shares beneficially owned) or vouch for documents which the accuracy of Company may reasonably, or any Norwegian Public Authority may, request and which the information so provided by the Holders Depositary shall request and receive from any Holder or Beneficial OwnersOwner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal.
Appears in 2 contracts
Samples: Deposit Agreement (Petrojarl Asa), Deposit Agreement (Petrojarl Asa)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Owner or Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement and Company or the provisions ofForeign Registrar, or governing, the Deposited Securities or other informationif applicable, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreementdeem necessary or proper. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or American Depositary Shares, the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such that proof or other information is filed, filed or such certifications those certificates are executed, executed or such those representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to comply with requests from the Company pursuant to applicable law and regulations, the rules and requirements of the Nasdaq First North Growth Market, and of any other stock exchange on which the Shares or American Depositary Shares are, or may be, registered, traded or listed and any book-entry settlement system or the articles of association or similar document of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder or Owner owns American Depositary Shares (and Shares, as the case may be) and regarding the identity of any information requested other person(s) interested in such American Depositary Shares and the nature of such interest and various other matters, whether or not they are Holders or Owners at the time of such request. The Depositary agrees to use its reasonable efforts to forward, upon the request of the Company and at the Company’s expense (unless otherwise agreed in writing between the Company and the Depositary), any such request from the Company to the Owners and to forward to the Company any such responses to such requests received by the Depositary, to the extent that disclosure is permitted under applicable law. As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares, (iii) evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate Foreign Registrar in the name of the Depositary, a Custodian or a nominee of the Depositary or a Custodian, (iv) evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and (iv) obtain any information an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the Company if not provided by prompt transfer to the Holders Custodian of any dividend, or Beneficial Owners right to subscribe for additional Shares or (ii) verify to receive other property, that any person in whose name those Shares are or vouch for have been recorded may thereafter receive upon or in respect of those Shares, or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the accuracy of the information so provided by the Holders or Beneficial OwnersDepositary.
Appears in 2 contracts
Samples: Deposit Agreement (Eco Wave Power Global AB (Publ)), Deposit Agreement (Bank of New York / Adr Division)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder Owner and any Beneficial Owner may be required, and every Holder Owner and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs American Depositary Shares and Deposited Securities, compliance with applicable laws and the terms of the this Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, ; to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreementhereunder. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof orof any sale of dividends or rights, or to the extent not limited by Article (22) hereof or the terms of Section 2.06 of the Deposit Agreement, the delivery of any Deposited Securities Securities, until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder Owner and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders Owners or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders Owners or Beneficial Owners.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, and any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and laws, the terms of the Deposit Agreement or the ADR(s) evidencing the ADSs and the provisions of, or governing, the Deposited Securities or other informationSecurities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentationdocumentation (or, in all cases the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary deems or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementAgreement and the applicable ADR(s). The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article paragraph (2224) hereof or the terms of the Deposit Agreementhereof, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties made, are made or such other information or documentation or information is are provided, in each case to the Depositary's, the Registrar's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless in a timely manner, and at the expense of the Company, copies or originals if necessary and appropriate of (i) any such disclosure is prohibited by law. Each Holder proofs of citizenship or residence, taxpayer status, or exchange control approval which it receives from Holders and Beneficial Owner agrees to provide Owners, and (ii) any other information requested by or documents which the Company or may reasonably request and which the Depositary pursuant to this paragraphshall request and receive from any holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal. Nothing herein shall obligate the Depositary to (i) obtain provide any information for to the Company if not provided by the Holders Holder or Beneficial Owners Owners, or (ii) verify or vouch for the accuracy of the information so provided by the Holders or and Beneficial Owners.
Appears in 2 contracts
Samples: Deposit Agreement (Chemspec International LTD), Deposit Agreement (Chemspec International LTD)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Holder and any Beneficial Owner of a Receipt may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal proof of the identity of any person legally or beneficial ownership beneficially interested in the Receipt and the nature of ADSs and Deposited Securitiessuch interest, proof of compliance with all applicable laws and regulations and provisions of or governing Deposited Securities and the terms of the Deposit Agreement and or such information relating to the provisions ofregistration on the books of the Company or the Foreign Registrar, or governingif applicable, of the Deposited Securities Shares presented for deposit or other information, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems Depositary, or the Company upon request to the Depositary, may deem necessary or proper to comply with applicable laws or as the Company may reasonably require by written request regulations or to enable the Depositary consistent with to perform its obligations under the Deposit Agreement. The Depositary may, and at the Registrarrequest of the Company shall, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made. Upon the request and at the expense of the Company, or such other documentation or information is providedthe Depositary and the Custodian shall provide the Company, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability a timely manner, with copies of any such proofsproofs of citizenship or residence, certificates or exchange control approval which it receives or any other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof referred to above so requested. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Company upon written request thereof Depositary that all conditions to such deposit have been satisfied by the Companyperson depositing such Shares under Argentine laws and regulations and any necessary approval has been granted by the governmental authority or body in the Argentine Republic, unless such disclosure if any, which is prohibited then performing the function of the regulation of currency exchange. If required by law. Each Holder and Beneficial Owner agrees to provide the Depositary, Shares presented for deposit at any information requested by time, whether or not the transfer books of the Company or the Depositary pursuant to this paragraph. Nothing herein Foreign Registrar, if applicable, are closed, shall obligate the Depositary to also be accompanied by (i) obtain any information an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the Company if not provided by prompt transfer to the Holders Custodian of any dividend, or Beneficial Owners right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been recorded may thereafter receive upon or in respect of such deposited Shares, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary and (ii) verify or vouch for if the accuracy Shares are registered in the name of the information so provided by person on whose behalf they are presented for deposit, a proxy or proxies entitling the Holders Custodian to vote such deposited Shares for any and all purposes until the Shares are registered in the name of the Custodian or Beneficial Ownersits nominee.
Appears in 2 contracts
Samples: Deposit Agreement (IRSA Propiedades Comerciales SA/ADR), Deposit Agreement (Alto Palermo Sa /Adr/)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for depositdeposit shall provide, any Holder and any Beneficial Owner may be requiredrequired to provide, and every Holder and Beneficial Owner agrees, agrees from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or delivery Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof orthereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the delivery Delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's ’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's ’s sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of this Deposit Agreement.
Appears in 2 contracts
Samples: Deposit Agreement (BlueCity Holdings LTD), Deposit Agreement (BlueCity Holdings LTD)
Filing Proofs, Certificates and Other Information. Any person presenting Shares Stock for deposit, deposit or any Holder and any Beneficial Owner of a Receipt may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to the Depositary or the Custodian file such proof of citizenship or residence, evidence of number of shares of Stock beneficially owned, any other matters necessary or appropriate to evidence compliance with the Banking (Foreign Exchange) Regulations, the Foreign Txxxxxxx Xxx 0000 of Australia, Broadcasting and Txxxxxxxxx Xxx, 0000 as amended, of the Commonwealth of Australia, the Corporations Law of South Australia, other laws of Australia or the Memorandum and Articles of Association of the Company, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement Agreement, information relating to the registration on the books of the Company (or the appointed agent of the Company for transfer and registration of Stock) of the provisions of, or governing, the Deposited Securities Stock presented for deposit or other information, to or execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases each case as the Depositary deems necessary or proper or as the Company may reasonably require by written request to deem necessary or proper; provided that the Company notify the Depositary consistent with its obligations under in writing of any request for any of the Deposit Agreementforegoing. The Depositary may, and shall if requested by the RegistrarCompany, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, subject to the extent not limited by Article Paragraph (22) hereof or the terms of the Deposit Agreementhereof, the delivery of any Deposited Securities and may, and shall make a reasonable effort if directed by the Company, refuse to vote the Deposited Securities of a specified Holder in accordance with instructions received from such Holder pursuant to Paragraph (14) hereof and Section 4.07 of the Deposit Agreement, in each case until such proof or other information is filed, or such certifications certificates are executed, executed or such representations and warranties made, or such other documentation or information is provided, in each case are made to the Depositary's and and, in the case of a direction by the Company, the Company's satisfaction. The Depositary at the Company's request and expense shall from time to time on provide the written request advise the Company of the availability Company, in a timely manner, with copies of any such proofs, information, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to representations and warranties as the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Ownersmay request.
Appears in 2 contracts
Samples: Deposit Agreement (News Corp LTD), Deposit Agreement (News Holdings LTD)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Holder and any Owner or Beneficial Owner of a Receipt may be required, and every Holder and Beneficial Owner agrees, required by the Depositary or the Company from time to time (i) to provide to file with the Depositary Depositary, the Company, or the Custodian such proof of citizenship or residence, taxpayer status, exchange control approval, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited SecuritiesReceipts, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other informationsecurities, compliance with all applicable laws or regulations or terms of this Deposit Agreement or the Receipts, or such information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, or any other information the Depositary or the Company may deem necessary or appropriate to evidence compliance with all applicable laws and regulations, and (ii) to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require request by written request to the Depositary consistent with its obligations under the Deposit AgreementDepositary. The Depositary and the Registrar, as applicable, may may, and at the reasonable request of the Company, shall, withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the sale proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made, or such other documentation or information is provided, in each case are made to the DepositaryCompany's and the CompanyDepositary's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at shall provide the Company's sole expense, provide or otherwise make available in a timely manner, with copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 2 contracts
Samples: Deposit Agreement (Absa Group /Fi), Deposit Agreement (Absa Group /Fi)
Filing Proofs, Certificates and Other Information. Any person presenting Shares Eligible Securities for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control and any other applicable regulatory approval, legal or beneficial ownership of ADSs and Deposited Securities and the nature of such interest, information relating to the registration of the Eligible Securities on the books maintained by or on the Company’s behalf for the transfer and registration of Eligible Securities, compliance with applicable laws and regulations, the terms of the Deposit Agreement or this Receipt and the provisions of, or governing, the Deposited Securities or other informationSecurities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentationdocumentation (or, in all cases the case of Eligible Securities in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Eligible Securities Registrar) as the Depositary deems or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreementproper. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or delivery, issue, registration, registration of transfer transfer, split-up or combination of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreementlast paragraph of Article (4) hereof, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's and ’s and/or the Company's Registrar’s satisfaction. The Depositary shall from time to time on provide the written request advise the Company of the availability Company, in a timely manner, with copies or originals if necessary and appropriate of any such proofsproofs of citizenship or residence, certificates taxpayer status, or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder exchange control approval which it receives from Holders and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphOwners. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners Owners, or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 2 contracts
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
Filing Proofs, Certificates and Other Information. Any person NECIGEF Participant ------------------------------------------------- presenting Shares for depositdeposit by electronic transfer recorded in the books of NECIGEF, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other informationSecurities, to execute such certifications and to make such representations and warranties, warranties and to provide such other information and documentation, in all cases or documentation as the Depositary deems or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Subject to Article (24) hereof and the terms of the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, or such representations and warranties made, made or such other information and documentation or information is are provided, in each case to the Depositary's, the Registrar's and the Company's satisfaction. The Depositary shall from time to time Holders and Beneficial Owners acknowledge that under the Dutch Act on the written request advise Disclosure of Holdings in Listed Companies 1996, shareholders must promptly notify the Company and the Securities Board of the availability of any such proofs, certificates Netherlands if they have 5% or other information and shall, at the Company's sole expense, provide more capital interest or otherwise make available copies thereof to the Company upon written request thereof by voting rights in the Company, unless such disclosure is prohibited and if by lawobtaining or divesting shares in the Company their capital interest or voting rights come under a different percentage range. Each Holder These ranges are 0 to 5%, 5 to 10%, 10 to 25%, 25 to 50%, 50 to 66 2/3% and 66 2/3 % or more. Holders and Beneficial Owner agrees Owners agree to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Ownerscomply with such requirements.
Appears in 2 contracts
Samples: Deposit Agreement (United Pan Europe Communications Nv), Deposit Agreement (United Pan Europe Communications Nv)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Holder and any Beneficial Owner or holder may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal compliance with all applicable laws, regulations and provisions of or beneficial ownership of ADSs and governing the Deposited Securities, compliance with applicable laws and or such information relating to the terms registration on the books of the Deposit Agreement and Company or the provisions ofForeign Registrar, or governing, the Deposited Securities or other informationif applicable, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementDepositary. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt American Depositary Shares or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made, or such other documentation or information is provided, in each case to the Depositary's ’s, the Custodian’s and the Company's ’s satisfaction. The Depositary shall from time shall, as promptly as practicable, provide to time on the Company upon its written request advise the Company copies or originals, if necessary and appropriate, of the availability of (i) any such proofsproofs of citizenship or residence, taxpayer status, exchange control approval, information, certificates or other information representations and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or warranties which the Depositary pursuant to receives under this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or Section 3.01, and (ii) verify any other information or vouch documents which the Company may reasonably request and which the Depositary shall request and receive from the Owner or Holder or any person presenting the Shares for deposit, in each case to the accuracy of extent that disclosure is permitted by applicable law and regulations. The Company is not responsible for monitoring the information so provided by the Holders Owners’ compliance with applicable laws or Beneficial Ownerstheir legal right to acquire Shares or American Depositary Shares.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
Filing Proofs, Certificates and Other Information. Any person presenting Shares Units for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (2223) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, or such certifications are executed, or such representations and warranties made, or such other documentation or information is provided, in each case to the Depositary's ’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, in a timely manner and at the Company's ’s sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Votorantim Cimentos S.A.)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Holder and any Owner or Beneficial Owner Owners of a Receipt may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and such information relating to the terms registration on the books of the Deposit Agreement and the provisions ofCompany, or governing, the Deposited Securities or other informationif applicable, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementDepositary. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made, made or such other documentation or information is provided, in each case to the Depositary's and the Company's ’s satisfaction. The Depositary shall from time to time on provide the written request advise the Company of the availability of any such proofsCompany, certificates or other information and shallas promptly as practicable, at the Company's sole ’s reasonable written request and at the Company’s expense, provide copies of (i) any such proofs of citizenship or otherwise make available copies thereof to residence, taxpayer status, or exchange control approval which it receives from Owners and Beneficial Owners, and (ii) any other information or documents which the Company upon written may reasonably request thereof by and which the CompanyDepositary shall request and receive from any Owner or any person presenting Shares for deposit or ADSs for cancellation and withdrawal, unless such disclosure is prohibited by law. Each Holder Owner and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders Owners or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders Owners or Beneficial Owners.
Appears in 2 contracts
Samples: Deposit Agreement (Coca-Cola Hellenic Bottling Co Sa), Deposit Agreement (Citibank,N.A./ADR)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited SecuritiesProperty, compliance with applicable laws and laws, the terms of the Deposit Agreement or this ADR evidencing the ADSs and the provisions of, or governing, the Deposited Securities or other informationProperty, to execute such certifications and to make such representations and warranties, and to provide such other information and documentationdocumentation (or, in all cases the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary deems or the Custodian may deem reasonably necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementAgreement and this ADR. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article paragraph (22) hereof or the terms of the Deposit Agreement25), the delivery of any Deposited Securities Property until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties made, are made or such other documentation or information is are provided, in each case to the Depositary's ’s, the Registrar’s and the Company's ’s reasonable satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless as promptly as reasonably practicable, with copies or originals if necessary and appropriate of (i) any such disclosure is prohibited by lawproofs of citizenship or residence, taxpayer status, or exchange control approval or copies of written representations and warranties which it receives from Holders and Beneficial Owners, and (ii) any other information or documents which the Company may reasonably request and which the Depositary shall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphparagraph (10). Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners Owners, or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Holder and any Owner or Beneficial Owner of a Receipt may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer statusexchange control approval, evidence of payment of all applicable taxes or and other governmental charges, exchange control approvalproof of the identity of any person legally or beneficially interested in the Receipt and the nature of such interest, legal or beneficial ownership proof of ADSs and Deposited Securities, compliance with all applicable laws and regulations and provisions of or governing Deposited Securities and the terms of this Agreement or such information relating to the Deposit Agreement and registration on the provisions oftransfer books of the Company or the Foreign Registrar, or governingthe appointed agent of the Company for transfer and registration of Shares, which may but need not be the Deposited Securities Foreign Registrar, or the National Depositary of Securities, if applicable, of the Shares presented for deposit or other information, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request upon notice to the Depositary consistent with its obligations under the Deposit Agreementmay deem necessary or proper. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the sale proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof proof, evidence or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made, or such other documentation or information is provided, in each case to . Upon the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless the Depositary shall provide the Company, in a timely manner, with copies of all such disclosure is prohibited by lawcertificates, proofs of citizenship or residence and such written representations and warranties provided to the Depositary under this Section 3.01. Each Holder Owner and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 1 contract
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Holder and any Owner or Beneficial Owner of a Receipt may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal proof of the identity of any person legally or beneficial ownership beneficially interested in the Receipt and the nature of ADSs and Deposited Securitiessuch interest, proof of compliance with all applicable laws and regulations and provisions of or governing Deposited Securities and the terms of the Deposit Agreement or such information relating to the registration on the books of the Company or the appointed agent of the Company for transfer and registration of Shares, which may but need not be the provisions ofForeign Registrar, or governingif applicable, of the Deposited Securities Shares presented for deposit or other information, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreementproper. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution of any dividend or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities underlying such Receipts until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made. No Share shall be accepted for deposit unless accompanied by evidence reasonably satisfactory to the Depositary that all conditions to such deposit have been satisfied by the person depositing such Shares under the laws and regulations of Turkey and any necessary approval has been granted by any governmental body in Turkey which is then performing the function of the regulation of currency exchange and share transfers, including a certificate by or on behalf of the person depositing such Shares that there are no restrictions in the Turkish exchange control laws then in force that are applicable to the transfer to the Depositary of dividends or any other documentation or information is provided, in each case to rights arising out of the Depositary's and acquisition, holding or disposal of such Shares within or outside Turkey or to the Company's satisfaction. The receipt of Turkish Lira upon disposal of such Shares or the conversion, by or on behalf of the Depositary shall from time to time of such amounts denominated in Turkish Lira into any other currency, other than the restrictions on the written request advise right to participate in the Company Board of Directors' or stockholders' meetings, or exercise voting rights with respect to Shares, in the availability absence of any such proofsregistration with the appropriate authorities in Turkey, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof which registration has not been made. If required by the CompanyDepositary, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide Shares presented for deposit at any information requested by time, whether or not the transfer books of the Company or the Depositary pursuant Foreign Registrar, if applicable, are closed, shall also be accompanied by an agreement or assignment, or other instrument satisfactory to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information Depositary, which will provide for the Company if not provided by prompt transfer to the Holders Custodian of any dividend, or Beneficial Owners right to subscribe for additional Shares or (ii) verify to receive other property which any person in whose name the Shares are or vouch for have been recorded may thereafter receive upon or in respect of such Deposited Securities, or in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the accuracy of the information so provided by the Holders or Beneficial OwnersDepositary.
Appears in 1 contract
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, and any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Company, the Depositary or and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and laws, the terms of the Deposit Agreement or the ADR(s) evidencing the ADSs and the provisions of, or governing, the Deposited Securities or other informationSecurities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentationdocumentation (or, in all cases the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary deems or the Custodian may reasonably deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementAgreement and the applicable ADR(s). The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article paragraph (22) hereof or the terms of the Deposit Agreement24), the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties made, are made or such other information or documentation or information is are provided, in each case to the Depositary's, the Registrar's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless in a timely manner, with copies or originals if necessary and appropriate of (i) any such disclosure is prohibited by law. Each Holder proofs of citizenship or residence, taxpayer status, or exchange control approval or copies of written representations and warranties which it receives from Holders and Beneficial Owner agrees to provide Owners, and (ii) any other information requested by or documents which the Company or may reasonably request and which the Depositary pursuant to this paragraphshall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal. Nothing herein The Depositary shall obligate the Depositary not be required to (i) except to the extent that information is readily accessible from the records of the Depositary, obtain any information for the Company if not provided by the Holders or Beneficial Owners Owners, or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 1 contract
Samples: Deposit Agreement (BHP Billiton LTD)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other and/or governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, or such certifications are executed, or such representations and warranties made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for depositdeposit shall provide, any Holder and any Beneficial Owner may be requiredrequired to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or delivery Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof orthereof, or to the extent not limited by the terms of Article (2223) hereof or the terms of the Deposit Agreement, the delivery Delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's ’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's ’s sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, or such certifications are executed, or such representations and warranties made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Holder and Owner or any Beneficial Owner of a Receipt may be required, and every Holder Owner and Beneficial Owner agrees, from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, evidence of the number of Shares beneficially owned or any other matters necessary or appropriate to evidence compliance with the Companies Xxx 0000 (New Zealand), as that statutue may be amended or replaced from time to time, the Constitution and exchange control regulations or other relevant New Zealand legislation or regulations, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, Deposited Securities, or such information relating to the Deposited Securities registration on the books of the Company or the Foreign Registrar, and to provide such other informationinformation or documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the approved agent of the Company for the registration and transfer of Shares) as the Depositary or the Custodian may deem necessary or proper, if applicable, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper to comply with applicable laws, regulations or the Constitution or to enable the Depositary to perform its obligations hereunder, or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementDepositary. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other sale or distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made, or such other documentation or information is provided, in each case to the Depositary's and satisfaction and, if such document or information has been requested by the Company, it shall be provided to the Depositary's satisfactionsatisfaction consistent with reasonable criteria requested of the Depositary by the Company in writing. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary upon its request, with copies of documents it receives pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.Paragraph and Section 3.1
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and or any Beneficial Owner may may, in addition to the requirement of Article (12) of this Receipt, be required, and every Holder and Beneficial Owner agrees, required from time to time (a) to provide to the Depositary or and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approvalapprovals, legal or beneficial ownership of ADSs and or Deposited Securities, compliance with all applicable laws and the terms of the Deposit Agreement Agreement, and the provisions of, or governing, the Deposited Securities or other informationSecurities, and (b) to execute such certifications and to make such representations and warranties, warranties and to provide such other information and documentationdocumentation (or, in all cases the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the appointed agent of the Company for the registration and transfer of Shares) as the Depositary deems or the Custodian may reasonably deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of all or part of any Receipt Receipt, or the distribution or sale of any dividend or other distribution of rights or the proceeds of the proceeds thereof orsale thereof, or to the extent not limited by Article (22) hereof or the terms of the Deposit AgreementArticle 24 hereof, the delivery of any Deposited Securities Securities, until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's ’s, the Registrar’s and the Company's ’s reasonable satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless in a timely manner, with copies or originals if necessary and appropriate of (i) any such disclosure is prohibited by law. Each Holder proofs of citizenship or residence, taxpayer status, or exchange control approval which it receives from Holders and Beneficial Owner agrees to provide Owners, and (ii) any other information requested by or documents which the Company or may reasonably request and which the Depositary pursuant to this paragraphshall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation and withdrawal. Nothing herein or in the Deposit Agreement shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. The Depositary shall be entitled to provide to Russian state authorities of competent jurisdiction, as may be necessary or appropriate to satisfy the requirements of Russian law, directly or through the Company, all such information or documents (in the form of copies or originals) of any kind or nature whatsoever concerning Holders and Beneficial Owners, it being understood that the Depositary accepts no responsibility for or liability arising out of or in connection with any inaccuracies or misstatements in or misleading omissions from any information or documents furnished to it directly or indirectly by or on behalf of the Holders and Beneficial Owners, or in connection with any failure by the Company to timely provide to the relevant Russian state authorities any such information as the Depositary submits indirectly through the Company.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person Person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, of the Deposited Securities or other information, and to execute such certifications and to make such representations and warranties, and to provide such other information and documentationdocumentation (or, in all cases the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the appointed agent of the Company for the registration and transfer of Shares), as the Depositary deems or the Custodian may reasonably deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Subject to Article (24) hereof and the terms of the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made, are made or such other information and documentation or information is are provided, in each case to the Depositary's ’s, the Registrar’s and the Company's ’s satisfaction. The Depositary shall from time to time Holders and Beneficial Owners acknowledge that, under the Dutch Act on the written request advise Disclosure of Holdings in Listed Companies, shareholders must promptly notify the Company and The Netherlands Securities Investment Board if their holding reaches, exceeds or falls below 5%, 10%, 25%, 50% or 66-2/3% of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to capital interest and/or voting rights in the Company upon written request thereof by the Company, unless and agree to comply with such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Ownersnotification requirements.
Appears in 1 contract
Filing Proofs, Certificates and Other Information. Any person presenting Shares Eligible Securities for deposit, and any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other informationSecurities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentationdocumentation (or, in all cases the case of Eligible Securities in registered form presented for deposit, such information relating to the registration of Eligible Securities on the books of the Eligible Securities Registrar) as the Depositary deems or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementAgreement and this Receipt. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (2224) hereof or the terms of the Deposit Agreementhereof, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, or such representations and warranties made, are made or such other information and documentation or information is are provided, in each case to the Depositary's, the Registrar's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 1 contract
Samples: Second Amended and Restated Deposit Agreement (Siliconware Precision Industries Co LTD)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for depositdeposit shall provide, any Holder and any Beneficial Owner may be requiredrequired to provide, and every Holder and Beneficial Owner agrees, agrees from time to time to provide provide, to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or delivery Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof orthereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the delivery Delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's ’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's ’s sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners. Every Holder and Beneficial Owner agrees to indemnify the Depositary, the Company, the Custodian, the Agents and each of their respective directors, officers, employees, agents and Affiliates against, and to hold each of them harmless from, any Losses which any of them may incur or which may be made against any of them as a result of or in connection with any inaccuracy in or omission from any such proof, certificate, representation, warranty, information or document furnished by or on behalf of such Holder and/or Beneficial Owner or as a result of any such failure to furnish any of the foregoing. The obligations of Holders and Beneficial Owners under the Deposit Agreement shall survive any transfer of Receipts, any surrender of Receipts and withdrawal of Deposited Securities or the termination of the Deposit Agreement.
Appears in 1 contract
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, and any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or and the Custodian such proof of citizenship or tax residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and laws, the terms of the Deposit Agreement or the ADR(s) evidencing the ADSs and the provisions of, or governing, the Deposited Securities or other informationSecurities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentationdocumentation (or, in all cases the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Shares Registrar) as the Depositary deems or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementAgreement and the applicable ADR(s). The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article paragraph (2224) hereof or the terms and Section 7.8 of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other information or documentation or information is provided, in each case to the Depositary's, the Registrar's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless in a timely manner, with copies or originals if necessary and appropriate of (i) any such disclosure is prohibited by law. Each Holder proofs of citizenship or tax residence, taxpayer status, or exchange control approval or copies of written representations and warranties which it receives from Holders and Beneficial Owner agrees to provide Owners, and (ii) any other information requested by or documents which the Company or may reasonably request and which the Depositary pursuant to this paragraphshall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners Owners, or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 1 contract
Samples: Deposit Agreement (Iberdrola Renovables S.A. Unipersonal)
Filing Proofs, Certificates and Other Information. Any person presenting Shares Eligible Securities for deposit, deposit or any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, required from time to time (a) to provide to file with the Depositary or the Custodian such proof of citizenship or citizenship, residence, taxpayer status, exchange control approval, payment of all applicable taxes or other governmental charges, exchange control approvalcompliance with all applicable laws, regulations, and provisions of or governing Deposited Securities and the terms of this Deposit Agreement, and legal or beneficial ownership of ADSs Receipts, Deposited Securities and Deposited Securitiesother securities, compliance with applicable laws and the terms nature of such interest, (b) to provide information to the Depositary or Custodian relating to the registration on the books of the Deposit Agreement and Company (or the provisions of, or governing, Eligible Securities Registrar) of the Deposited Eligible Securities presented for deposit or other information, (c) to execute such certifications certificates and (d) to make such representations and warranties, and to provide such other information and documentation, in all cases warranties as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreementhereunder. The Depositary and the Registrar, as applicable, may may, and at the reasonable request of the Company shall, withhold the execution or delivery or registration of transfer of all or part of any Receipt Receipt, or the distribution or sale delivery of any dividend or other distribution of rights or of the net proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, sale thereof or the delivery of any Deposited Securities until such proof or other information is filedSecurity, or such certifications are executedmay refuse to adjust its records, or such representations and warranties made, or such other documentation or information until the foregoing is provided, in each case accomplished to the Depositary's and the Company's satisfaction, subject to Section 7.07 hereof. The Depositary shall from time shall, upon the Company's written request, provide to time on the written request advise the Company of the availability in a timely manner copies of any such proofs, proofs and certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon such written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder representations and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Ownerswarranties that it receives.
Appears in 1 contract
Samples: Deposit Agreement (Taiwan Semiconductor Manufacturing Co LTD)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, or such certifications are executed, or such representations and warranties made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, endeavor to provide without unreasonable delay or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphparagraph within the timeframes reasonably requested by the Company or the Depositary, as the case may be. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for depositdeposit shall provide, any Holder and any Beneficial Owner may be requiredrequired to provide, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or and/or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Pursuant to the Deposit Agreement, the Depositary and the Registrar, as applicable, may withhold the execution or delivery Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof orthereof, or to the extent not limited by the terms of Article (22) hereof or the terms of the Deposit Agreement, the delivery Delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information is provided, in each case to the Depositary's ’s and the Company's ’s satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's ’s sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Holder and any Owner or Beneficial Owner of a Receipt may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer statusexchange control approval, evidence of payment of all applicable taxes or and other governmental charges, exchange control approvalproof of the identity of any person legally or beneficially interested in the Receipt and the nature of such interest, legal or beneficial ownership proof of ADSs and Deposited Securities, compliance with all applicable laws and regulations and provisions of or governing Deposited Securities and the terms of the this Deposit Agreement and or such information relating to the provisions ofregistration on the transfer books of the Company or the Foreign Registrar, or governingthe appointed agent of the Company for transfer and registration of Shares, which may but need not be the Deposited Securities Foreign Registrar, or the National Depositary of Securities, if applicable, of the Shares presented for deposit or other information, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request upon notice to the Depositary consistent with its obligations under the Deposit Agreementmay deem necessary or proper. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the sale proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof proof, evidence or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made, or such other documentation or information is provided, in each case to . Upon the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless the Depositary shall provide the Company, in a timely manner, with copies of all such disclosure is prohibited by lawcertificates, proofs of citizenship or residence and such written representations and warranties provided to the Depositary under this Section 3.01. Each Holder Owner and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 1 contract
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, or such certifications are executed, or such representations and warranties made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, as promptly as practicable provide or otherwise make available copies thereof to the Company upon written request thereof therefor by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, and any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and laws, the terms of the Deposit Agreement or the ADR(s) evidencing the ADSs and the provisions of, or governing, the Deposited Securities or other informationSecurities, to execute such certifications and to make such representations and warranties, and to provide such other information and documentationdocumentation (or, in all cases the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Shares Registrar) as the Depositary deems or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementAgreement and the applicable ADR(s). The Depositary and the Registrar, as applicable, may may, and at the reasonable request of the Company shall, withhold the execution or delivery or registration of transfer of any Receipt ADR or ADS or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article paragraph (2224) hereof or the terms and Section 7.8 of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications are executed, or such representations and warranties made, are made or such other information or documentation or information is are provided, in each case to the Depositary's, the Registrar's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless in a timely manner, with copies or originals if necessary and appropriate of (i) any such disclosure is prohibited by law. Each Holder proofs of citizenship or residence, taxpayer status, or exchange control approval or copies of written representations and warranties which it receives from Holders and Beneficial Owner agrees to provide Owners, and (ii) any other information requested by or documents which the Company or may reasonably request and which the Depositary pursuant to this paragraphshall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners Owners, or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 1 contract
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, deposit or any Holder and any Beneficial Owner of a Receipt may be required, and every Holder and Beneficial Owner agrees, required from time to time to provide to file with the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal proof of the identity of any person legally or beneficial ownership beneficially interested in the Receipt and the nature of ADSs and Deposited Securitiessuch interest, proof of compliance with all applicable laws and regulations and provisions of or governing Deposited Securities and the terms of the Deposit Agreement and or such information relating to the provisions ofregistration on the books of the Company or the Foreign Registrar, or governingif applicable, of the Deposited Securities Shares presented for deposit, or other information, to execute such certifications certificates and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit AgreementDepositary. The Depositary agrees to comply with reasonable written instructions received from the Company requesting that the Depositary forward any such requests to the Owners. The Depositary may, and at the Registrarwritten request of the Company shall, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the sale proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, filed or such certifications certificates are executed, executed or such representations and warranties made, or such other documentation or information is provided, in each case to . Upon the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless the Depositary shall provide the Company with copies of all such disclosure is prohibited by lawfilings, certificates and written representations and warranties provided to the Depositary under Section 3.01 of the Deposit Agreement. Each Holder and Beneficial Owner owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraphSection 3.01. Nothing herein No Share shall obligate be accepted for deposit unless accompanied by evidence satisfactory to the Depositary to (i) obtain that any information for necessary approval has been granted by any governmental body in the Company if not provided by Republic of South Africa which is then performing the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy function of the information so provided by the Holders or Beneficial Ownersregulation of currency exchange.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery of any Deposited Securities until such proof or other information is filed, or such certifications are executed, or such representations and warranties made, or such other documentation or information is are provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide or otherwise make available copies thereof to the Company upon written request thereof by the Company, unless such disclosure is prohibited by law. Each Holder and Beneficial Owner agrees to provide any information requested by the Company or the Depositary pursuant to this paragraph. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Filing Proofs, Certificates and Other Information. Any person presenting Shares for depositdeposit shall provide, any Holder and any Beneficial Owner may be requiredrequired to provide, subject as provided below, and every Holder and Beneficial Owner agrees, subject as provided below, from time to time to provide to the Depositary or the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes taxes, duties (including stamp duty and stamp duty reserve tax) or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Securities, compliance with applicable laws and the terms of the Deposit Agreement and the provisions of, or governing, the Deposited Securities or other relevant information, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation, in all cases as the Depositary deems necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its the Depositary’s obligations under the Deposit Agreement. The Depositary and the Registrar, as applicable, may withhold the execution or delivery Delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution of rights or of the proceeds thereof or, to the extent not limited by Article (22) hereof or the terms of the Deposit Agreement, the delivery Delivery of any Deposited Securities until such proof or other information is filed, or such certifications are executed, or such representations and warranties made, or such other documentation or information is provided, in each case to the Depositary's and the Company's satisfaction. The Depositary shall from time to time on the written request of the Company advise the Company of the availability of any such proofs, certificates or other information and shall, at the Company's sole expense, provide without unreasonable delay or otherwise make available copies thereof to the Company upon written request thereof therefor by the Company, unless such disclosure is prohibited by lawlaw or regulation. Each Holder and Beneficial Owner agrees to provide provide, but only to the extent it is legally permitted to do so, any information requested by the Company or the Depositary pursuant to this paragraphparagraph within the timeframes reasonably requested by the Company or the Depositary as the case may be and agrees that should it not be legally permitted to provide such information it shall promptly surrender the relevant American Depositary Shares for the purpose of withdrawal of the Deposited Securities represented thereby in accordance with Section 2.6 of the Deposit Agreement. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)