Fixing of Record Date. Whenever any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash shall be made, or whenever the Trustee receives notice of any meeting of or solicitation of proxies from holders of any Underlying Securities, or whenever a fee shall be charged by the Trustee under Section 5.6, or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition of the securities which must be deposited for issuance of Receipts, or whenever the Trustee shall find it necessary or convenient in respect of any matter, the Trustee shall fix a record date (a) for the determination of the Owners who shall be (i) entitled to receive such dividend or distribution or the net proceeds of the sale thereof, (ii) entitled to give instructions to the Trustee for the exercise of voting rights at any such meeting or solicitation or (iii) required to pay such fee, or (b) on or after which each Receipt will represent such changed group of Securities. In the case of subsections (a)(i) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, to the extent practicable, the record date set hereunder will be the same as the record date set by the Securities Issuer. Subject to the terms and conditions of the Depositary Trust Agreement, the Owners on such record date shall be entitled, as the case may be, to receive the amount distributable by the Trustee with respect to such dividend or other distribution or the net proceeds of sale thereof, or to give voting instructions, or to act in respect of any other such matter, or shall be obligated to pay such fee.
Appears in 6 contracts
Sources: Depositary Trust Agreement (Merrill Lynch Pierce Fenner & Smith Inc), Depositary Trust Agreement (Merrill Lynch Pierce Fenner & Smith Inc), Depositary Trust Agreement (Merrill Lynch Pierce Fenner & Smith Inc)
Fixing of Record Date. Whenever any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash shall be made, or whenever the Trustee receives notice of any meeting of or solicitation of proxies from holders of any Underlying Securities, or whenever a fee rights shall be charged by issued with respect to the Trustee under Section 5.6Deposited Securities, or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition number of the securities which must be deposited for issuance of ReceiptsShares that are represented by each American Depositary Share, or whenever the Trustee Depositary shall find it necessary or convenient in respect receive notice of any mattermeeting of holders of Shares or other Deposited Securities, the Trustee Depositary shall fix a record date, which date shall (x) be the same date as the record date fixed by the Company, if any, to the extent practicable, or (y) if different from the record date fixed by the Company, be as near as practicable to the record date fixed by the Company or, if more than five (5) Business Days after such record date, be fixed after consultation with the Company (a) for the determination of the Owners who shall be (i) entitled to receive such dividend dividend, distribution or distribution rights or the net proceeds of the sale thereof, thereof or (ii) entitled to give instructions to the Trustee for the exercise of voting rights at any such meeting or solicitation or (iii) required to pay such feemeeting, or (b) on or after which each Receipt American Depositary Share will represent such the changed group number of Securities. In the case of subsections Shares, or (a)(ic) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, to the extent practicable, the record date set hereunder will be the same as the record date set by the Securities Issuerfor any other reason. Subject to the provisions of Sections 4.01 through 4.05 and to the other terms and conditions of the Depositary Trust this Deposit Agreement, the Owners on such record date shall be entitled, as the case may be, to receive the amount distributable by the Trustee Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereof, or thereof in proportion to the number of American Depositary Shares held by each of them respectively and to give voting instructions, or instructions and to act in respect of any other such matter. The Company agrees to provide the Depositary with not less than 10 days, prior notice of any meeting of shareholders or of the Board of Directors of the Company, the agenda for which includes authorization for the declaration of a dividend; provided, however, that if the date for any such meeting is fixed less than 10 days prior to such meeting or the Company does not know, 10 days' prior to such meeting, that a dividend may be declared at any such meeting, then the Company shall give such notice to the Depositary as promptly as practicable after such date is fixed or the Company learns that a dividend may be obligated to pay such feedeclared.
Appears in 4 contracts
Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Energy Co of Parana), Deposit Agreement (Energy Co of Parana)
Fixing of Record Date. Whenever any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash shall be made, or whenever the Trustee receives notice of any meeting of or solicitation of proxies from holders of any Underlying Securities, or whenever a fee rights shall be charged by issued with respect to the Trustee under Section 5.6Deposited Securities, or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition number of the securities which must be deposited for issuance of ReceiptsShares that are represented by each ADS, or whenever the Trustee Depositary shall find it necessary or convenient in respect receive notice of any mattermeeting of holders of Shares or other Deposited Securities, the Trustee Depositary shall fix a record date, which date shall either (x) be the same date as the record date fixed by the Company, or (y) if different from the record date fixed by the Company, be as near as is practicable to such record date (a) for the determination of the Owners Holders who shall be (i) entitled to receive such dividend dividend, distribution or distribution rights or the net proceeds of the sale thereof, (ii) entitled to give instructions to the Trustee for the exercise of voting rights at at, and to attend (without voting or speaking), any such meeting or solicitation or (iii) required who shall be responsible for any fee or charges assessed by the Depositary pursuant to pay such feethis Deposit Agreement, or (b) on or after the date on which each Receipt ADS will represent such the changed group number of Securities. In the case of subsections (a)(i) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, to the extent practicable, the record date set hereunder will be the same as the record date set by the Securities IssuerShares. Subject to the provisions of Sections 4.01 through 4.05 and to the other terms and conditions of the Depositary Trust this Deposit Agreement, the Owners Holders on such record date shall be entitled, as the case may be, to receive the amount distributable by the Trustee Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereof, or thereof in proportion to the number of ADSs held by them respectively and to give voting instructions, instructions and to attend such meeting (without voting or speaking) and to act in respect of any other such matter, or shall be obligated to pay responsible for such feefee or charges.
Appears in 4 contracts
Sources: Third Amended and Restated Deposit Agreement (Kookmin Bank), Deposit Agreement (KB Financial Group Inc.), Second Amended and Restated Deposit Agreement (Kookmin Bank)
Fixing of Record Date. Whenever the Depositary shall receive notice of the fixing of a record date by the Company for the determination of holders of Deposited Securities entitled to receive any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash shall be madecash, or whenever any rights to be issued with respect to the Trustee receives notice of any meeting of or solicitation of proxies from holders of any Underlying Deposited Securities, or whenever a fee shall be charged by the Trustee under Section 5.6, or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition number of the securities which must be deposited for issuance of ReceiptsShares that are represented by each American Depositary Share, or whenever the Trustee Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient in respect connection with the giving of any notice, solicitation of any consent or any other matter, the Trustee shall Depositary shall, after consultation with the Company, fix a record date (a) for the determination of the Owners Holders of Receipts who shall be (i) entitled to receive such dividend or dividend, distribution rights or the net proceeds of the sale thereof, (ii) entitled to give instructions to the Trustee for the exercise of voting rights at any such meeting meeting, or to give or withhold such consent, or to receive such notice or solicitation or (iii) required to pay such feeotherwise take action, or (b) on or after which each Receipt will represent to exercise the rights of Holders with respect to such changed group number of Securities. In the case of subsections (a)(i) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, to the extent practicable, the record date set hereunder will be the same as the record date set Shares represented by the Securities Issuereach American Depositary Share. Subject to the provisions of Sections 4.02 through 4.08 of the Deposit Agreement and to the other terms and conditions of this Receipt and the Depositary Trust Deposit Agreement, the Owners Holders of Receipts at the close of business on such record date shall be entitled, as the case may be, entitled to receive the amount distributable by the Trustee Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereofthereof in proportion to the number of American Depositary Shares held by them respectively, or to give such voting instructions, to receive such notice or to act in respect of any other such mattersolicitation, or shall be obligated to pay such feeotherwise take action.
Appears in 3 contracts
Sources: Deposit Agreement (Manufacturas De Papel C a Manpa S a C a /Fi), Deposit Agreement (Manufacturas De Papel C a Manpa S a C a /Fi), Deposit Agreement (Manufacturas De Papel C a Manpa S a C a /Fi)
Fixing of Record Date. Whenever the Depositary shall receive notice of the fixing of a record date by the Company for the determination of holders of Deposited Securities entitled to receive any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash shall be madecash, or whenever any rights to be issued with respect to the Trustee receives notice of any meeting of or solicitation of proxies from holders of any Underlying Deposited Securities, or whenever a fee shall be charged by the Trustee under Section 5.6, or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition number of the securities which must be deposited for issuance of ReceiptsShares that are represented by each American Depositary Share, or whenever the Trustee Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient in respect connection with the giving of any notice, solicitation of any consent or any other matter, the Trustee shall Depositary shall, after consultation with the Company, fix a record date (a) as close as practicable to the record date fixed by the Company in respect of the Shares for the determination of the Owners Holders of Receipts who shall be (i) entitled to receive such dividend or dividend, distribution rights or the net proceeds of the sale thereof, (ii) entitled to give instructions to the Trustee for the exercise of voting rights at any such meeting meeting, or to give or withhold such consent, or to receive such notice or solicitation or (iii) required to pay such feeotherwise take action, or (b) on or after which each Receipt will represent to exercise the rights of Holders with respect to such changed group number of Securities. In the case of subsections (a)(i) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, to the extent practicable, the record date set hereunder will be the same as the record date set Shares represented by the Securities Issuereach American Depositary Share. Subject to the provisions of Sections 4.02 through 4.08 of the Deposit Agreement and to the other terms and conditions of this Receipt and the Depositary Trust Deposit Agreement, the Owners Holders of Receipts at the close of business on such record date shall be entitled, as the case may be, entitled to receive the amount distributable by the Trustee Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereofthereof in proportion to the number of American Depositary Shares held by them respectively, or to give such voting instructions, to receive such notice or to act in respect of any other such mattersolicitation, or shall be obligated to pay such feeotherwise take action.
Appears in 3 contracts
Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Edp Energias De Portugal Sa), Deposit Agreement (Edp Energias De Portugal Sa)
Fixing of Record Date. Whenever any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued, with respect to the Trustee Deposited Securities, or whenever the Depositary receives notice of any meeting of or solicitation of proxies from holders of Shares or other Deposited Securities or any Underlying Securitiesother meeting of holders of the Company's securities at which holders of Shares or other Deposited Securities are entitled to vote, or whenever a fee shall be charged by the Trustee under Section 5.6whenever, or whenever for any reason there is a reconstitution or other event under reason, the Depositary Trust Agreement that causes a change in the composition number of the securities which must be deposited for issuance of ReceiptsShares that are represented by each GDS, or whenever the Trustee shall find Depositary finds it necessary or convenient in respect of any mattermatter (including in connection with a mandatory conversion of Shares by the Company), the Trustee shall Depositary will fix a record date after consultation with the Company (awhich shall be as near as practicable to the corresponding record date for such distribution or meeting set by the Company) for the determination of the Owners Holders who shall be (i) entitled to receive such dividend dividend, distribution or distribution rights or the net proceeds of the sale thereof, (ii) entitled or to give instructions to the Trustee for the exercise of voting rights rights, if any, at any such meeting or solicitation or (iii) required to pay such fee, or (b) on or after which each Receipt will represent in respect of such changed group number of SecuritiesShares represented by a GDS or in respect of such other matter. In Except in the case of subsections a mandatory conversion by the Company of less than all of the Shares deposited hereunder (a)(iwhich shall be governed by Section 2.06 of the Deposit Agreement, the terms of which are described in paragraph (4) above) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, subject to the extent practicableprovisions of Sections 4.02 through 4.06 of the Deposit Agreement (which are summarized in paragraphs (15) through (19), the record date set hereunder will be the same as the record date set by the Securities Issuer. Subject respectively, above) and to the other terms and conditions of the Depositary Trust Deposit Agreement, the Owners Holders on such record date shall will be entitled, as the case may be, entitled to receive the amount distributable by the Trustee Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereofthereof and to exercise the rights of Holders under the Deposit Agreement with respect to such changed number of Shares represented by each GDS, or in proportion to the number of GDSs held by them respectively, to give such voting instructions, to receive such notice or solicitation or to act in respect of any other such matter, or shall be obligated to pay such fee.
Appears in 3 contracts
Sources: Preferred Stock Deposit Agreement (Philippine Long Distance Telephone Co), Preferred Stock Deposit Agreement (Philippine Long Distance Telephone Co), Preferred Stock Deposit Agreement (Philippine Long Distance Telephone Co)
Fixing of Record Date. Whenever any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash shall be made, or whenever the Trustee receives notice of any meeting of or solicitation of proxies from holders of any Underlying Securities, or whenever a fee rights shall be charged by issued with respect to the Trustee under Section 5.6Shares or Deposited Securities, or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition number of the securities which must be deposited for issuance of ReceiptsCPOs that are represented by each American Depositary Share, or whenever the Trustee Depositary shall receive notice of any meeting of holders of CPOs (including notices of any meeting of holders of the Shares underlying the CPOs) or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient in respect of any matterconvenient, the Trustee Depositary shall fix a record date date, which shall be as near as practicable to the record date, if any, for CPOs or such Shares set by the CPO Trustee or the Issuer, as the case may be, (a) for the determination of the Owners who shall be (i) entitled to receive such dividend dividend, distribution or distribution rights or the net proceeds of the sale thereof, thereof or (ii) entitled to give instructions to the Trustee for the exercise of voting rights at any such meeting or solicitation meeting, or (iii) required who shall be responsible for any fee or charges assessed by the Depositary pursuant to pay such feethis Deposit Agreement, or (b) on or after which each Receipt American Depositary Share will represent such the changed group number of Securities. In the case of subsections (a)(i) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, to the extent practicable, the record date set hereunder will be the same as the record date set by the Securities IssuerCPOs. Subject to the provisions of Sections 4.1 through 4.5 and to the other terms and conditions of the Depositary Trust this Deposit Agreement, the Owners on such record date shall be entitled, as the case may be, to receive the amount distributable by the Trustee Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereof, or thereof in proportion to the number of American Depositary Shares held by them respectively and to give voting instructions, or instructions and to act in respect of any other such matter, or shall be obligated to pay such fee.
Appears in 2 contracts
Sources: Deposit Agreement (Vitro Sab De Cv), Deposit Agreement (Vitro Sa De Cv)
Fixing of Record Date. Whenever any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash shall be made, or whenever the Trustee receives notice of any meeting of or solicitation of proxies from holders of any Underlying Securities, or whenever a fee shall be charged by the Trustee under Section 5.6, or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition amount of the securities which must be deposited for issuance of ReceiptsSecurities represented by one Receipt, or whenever the Trustee shall find it necessary or convenient in respect of any matter, the Trustee shall fix a record date (a) for the determination of the Owners who shall be (i) entitled to receive such dividend or distribution or the net proceeds of the sale thereof, (ii) entitled to give instructions to the Trustee for the exercise of voting rights at any such meeting or solicitation or (iii) required to pay such fee, or (b) on or after which each Receipt will represent such changed group of Securities. In the case of subsections (a)(i) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, to the extent practicable, the record date set hereunder will be the same as the record date set by the Securities Issuer. Subject to the terms and conditions of the Depositary Trust Agreement, the Owners on such record date shall be entitled, as the case may be, to receive the amount distributable by the Trustee with respect to such dividend or other distribution or the net proceeds of sale thereof, or to give voting instructions, or to act in respect of any other such matter, or shall be obligated to pay such fee.
Appears in 2 contracts
Sources: Depositary Trust Agreement (Sig Indices LLLP), Depositary Trust Agreement (Sig Indices LLLP)
Fixing of Record Date. Whenever any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash shall be made, or whenever the Trustee receives notice of any meeting of or solicitation of proxies from holders of any Underlying Securities, or whenever a fee shall be charged by the Trustee under Section 5.65.6(a)(3), or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition of the securities Securities which must be deposited for issuance of Receipts, or whenever the Trustee shall find it necessary or convenient in respect of any matter, the Trustee shall fix a record date (a) for the determination of the Owners who shall be (i) entitled to receive such dividend or distribution or the net proceeds of the sale thereof, (ii) entitled to give instructions to the Trustee for the exercise of voting rights at any such meeting or solicitation or (iii) required to pay such fee, or (b) on or after which each Receipt will represent such changed group of Securities. In the case of subsections (a)(i) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, to the extent practicable, the record date set hereunder will be the same as the record date set by the Securities Issuer. Subject to the terms and conditions of the Depositary Trust AgreementAgreement and Section 5.6(a) hereof, the Owners on such record date shall be entitled, as the case may be, to receive the amount distributable by the Trustee with respect to such dividend or other distribution or the net proceeds of sale thereof, or to give voting instructions, or to act in respect of any other such matter, or shall be obligated to pay such fee.
Appears in 2 contracts
Sources: Depositary Trust Agreement (Epoch Securities Inc), Depositary Trust Agreement (Epoch Securities Inc)
Fixing of Record Date. Whenever any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash shall be made, or whenever the Trustee receives notice of any meeting of or solicitation of proxies from holders of any Underlying Securities, or whenever a fee shall be charged by the Trustee under Section 5.6, or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition of the securities which must be deposited for issuance of Receipts, or whenever the Trustee shall find it necessary or convenient in respect of any matter, the Trustee shall fix a record date (a) for the determination of the Owners who shall be (i) entitled to receive such dividend or distribution or the net proceeds of the sale thereof, (ii) entitled to give instructions to the Trustee for the exercise of voting rights at any such meeting or solicitation or (iii) required to pay such fee, or (b) on or after which each Receipt will represent such changed group of Securities. In the case of subsections (a)(i) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable best efforts to ensure thatfix a record date that will coincide with the record date fixed by the issuer of the Underlying Securities; however, to the extent if a coinciding record date is not practicable, the Trustee shall fix a record date set hereunder will be the same is near as practicable to the record date set by the Securities Issuer. Subject to the terms and conditions of the Depositary Trust Agreement, the Owners on such record date shall be entitled, as the case may be, to receive the amount distributable by the Trustee with respect to such dividend or other distribution or the net proceeds of sale thereof, or to give voting instructions, or to act in respect of any other such matter, or shall be obligated to pay such fee.
Appears in 2 contracts
Sources: Depositary Trust Agreement (Salomon Smith Barney Inc /Ny/), Depositary Trust Agreement (Salomon Smith Barney Inc /Ny/)
Fixing of Record Date. Whenever any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash shall be made, or whenever the Trustee receives notice of any meeting of or solicitation of proxies from holders of any Underlying Securities, or whenever a fee rights shall be charged by issued with respect to the Trustee under Section 5.6Deposited Securities, or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition number of the securities which must be deposited for issuance of ReceiptsEligible Securities that are represented by each ADS, or whenever the Trustee Depositary shall receive notice of any meeting of holders of Eligible Securities or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient in respect convenient, the Depositary will, subject to the requirements of applicable law and the regulations of any matterstock exchange on which the ADSs may be listed, the Trustee shall fix a record date which shall be the same date, to the extent practicable, as the record date for the Eligible Securities or other Deposited Securities, or if different, to be fixed as soon thereafter as practicable, (a) for the determination of the Owners Holders who shall will be (i) entitled to receive such dividend dividend, distribution or distribution rights, or the net proceeds of the sale thereof, or (ii) entitled to give instructions to the Trustee for the exercise of voting rights at any such meeting or solicitation or (iii) required to pay such feemeeting, or (b) on or after which each Receipt ADS will represent such the changed group number of Eligible Securities. In the case of subsections (a)(i) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, subject to the extent practicable, the record date set hereunder will be the same as the record date set by the Securities Issuerprovisions contained herein. Subject to the provisions of Sections 4.01 through 4.05 and 5.09 and to the other terms and conditions of the Depositary Trust this Deposit Agreement, the Owners Holders on such record date shall be entitled, as the case may be, entitled to receive the amount distributable by the Trustee Depositary with respect to such dividend or other distribution or such rights or the net proceeds of the sale thereof, or to give voting instructionsinstructions for the Deposited Securities, or to act exercise the rights of Holders hereunder with respect to such changed number of Eligible Securities, represented by each ADS, in proportion to the number of ADSs held by them respectively, or with respect to such other matter. The Depositary shall promptly notify the New York Stock Exchange, Inc. of any other such matter, action to fix a record date for the ADSs or shall be obligated to pay such feeclose the transfer books for the ADSs.
Appears in 2 contracts
Sources: Deposit Agreement (Taiwan Semiconductor Manufacturing Co LTD), Deposit Agreement (Taiwan Semiconductor Manufacturing Co LTD)
Fixing of Record Date. Whenever any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash or rights shall be made, or whenever the Trustee receives notice of any meeting of or solicitation of proxies from holders of any Underlying Securities, or whenever a fee rights shall be charged by issued with respect to the Trustee under Deposited Securities (and the Depositary will not waive those rights in accordance with Section 5.64.4 of the Deposit Agreement), or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition number of the securities which must be deposited for issuance of ReceiptsShares that are represented by each American Depositary Share, or whenever the Trustee Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities in respect of which Owners are entitled to give instructions under Section 4.7 of the Deposit Agreement, or whenever the Depositary shall find it necessary or convenient in respect of any matterconvenient, the Trustee Depositary shall fix a record date, which shall be as near as practicable to any corresponding record date set by the Issuer (a) for the determination of the Owners who shall be (i) entitled to receive such dividend dividend, distribution or distribution rights or the net proceeds of the sale thereof, thereof or (ii) entitled to give or to forward instructions to the Trustee for the exercise of voting rights at any such meeting or solicitation meeting, or (iii) required entitled to pay receive information on such feemeetings as provided in the Deposit Agreement, or (b) for fixing the date on or after which each Receipt American Depositary Share will represent such the changed group number of Securities. In the case of subsections (a)(i) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, to the extent practicable, the record date set hereunder will be the same as the record date set by the Securities IssuerShares. Subject to the provisions of Sections 4.1 through 4.5 of the Deposit Agreement and to the other terms and conditions of the Depositary Trust Deposit Agreement, the Owners on such record date shall be entitled, as the case may be, to receive the amount distributable by the Trustee Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereof, or thereof in proportion to the number of American Depositary Shares evidenced by Receipts held by them respectively and to give voting instructions, or to exercise the rights of Owners under the Deposit Agreement with respect to such changed number of Shares and to act in respect of any other such matter, or shall be obligated to pay such fee.
Appears in 2 contracts
Sources: Deposit Agreement (National Bank of Greece Sa), Deposit Agreement (National Bank of Greece Sa)
Fixing of Record Date. Whenever any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash shall be made, or whenever the Trustee receives notice of any meeting of or solicitation of proxies from holders of any Underlying Securities, or whenever a fee rights shall be charged by issued with respect to the Trustee under Section 5.6Deposited Securities, or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition number of the securities which must be deposited for issuance of ReceiptsShares that are represented by each American Depositary Share, or whenever the Trustee Depositary shall find it necessary or convenient in respect receive notice of any mattermeeting of holders of Shares or other Deposited Securities, the Trustee Depositary shall fix a record date, which date shall, (x) be the same date as the record date fixed by the Company, if any, to the extent practicable, or (y) if different from the record date fixed by the Company, be as near as practicable to the record date fixed by the Company or, if more than five (5) Business Days after such record date, be fixed after consultation with the Company (a) for the determination of the Owners who shall be (i) entitled to receive such dividend dividend, distribution or distribution rights or the net proceeds of the sale thereof, thereof or (ii) entitled to give instructions to the Trustee for the exercise of voting rights at any such meeting or solicitation or (iii) required to pay such feemeeting, or (b) on or after which each Receipt American Depositary Share will represent such the changed group number of Securities. In the case of subsections Shares, or (a)(ic) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, to the extent practicable, the record date set hereunder will be the same as the record date set by the Securities Issuerfor any other reason. Subject to the provisions of Sections 4.01 through 4.05 and to the other terms and conditions of the Depositary Trust this Deposit Agreement, the Owners on such record date shall be entitled, as the case may be, to receive the amount distributable by the Trustee Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereof, or thereof in proportion to the number of American Depositary Shares held by each of them respectively and to give voting instructions, or instructions and to act in respect of any other such matter. The Company agrees to provide the Depositary with not less than 10 days’ prior notice of any meeting of shareholders or of the Board of Directors of the Company, the agenda for which includes authorization for the declaration of a dividend; provided, however, that if the date for any such meeting is fixed less than 10 days prior to such meeting or the Company does not know, 10 days prior to such meeting, that a dividend may be declared at any such meeting, then the Company shall give such notice to the Depositary as promptly as practicable after such date is fixed or the Company learns that a dividend may be obligated to pay such feedeclared.
Appears in 2 contracts
Sources: Deposit Agreement (Energy Co of Parana), Deposit Agreement (Energy Co of Parana)
Fixing of Record Date. Whenever the Depositary shall receive notice of the fixing of a record date by the Bank for the determination of holders of Deposited Securities entitled to receive any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash shall be madecash, or whenever Shares, any rights to be issued with respect to the Trustee receives notice of any meeting of or solicitation of proxies from holders of any Underlying Deposited Securities, or whenever a fee shall be charged by the Trustee under Section 5.6other distribution, or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition number of the securities which must be deposited for issuance of ReceiptsShares that are represented by each American Depositary Share, or whenever the Trustee Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient in respect connection with the giving of any notice, solicitation of any consent or any other matter, the Trustee shall Depositary shall, after consultation with the Bank, fix a record date (a) for the determination of the Owners Holders of Receipts (which, to the extent practicable; shall be the same corresponding record date for Shares or other Deposited Securities set by the Bank) who shall be (i) entitled to receive such dividend or dividend, distribution rights or the net proceeds of the sale thereof, (ii) entitled to give instructions to the Trustee for the exercise of voting rights at any such meeting meeting, or to give or withhold such consent, or to receive such notice or solicitation or (iii) required to pay such feeotherwise take action, or (b) on or after which each Receipt will represent to exercise the rights of Holders with respect to such changed group number of Securities. In the case of subsections (a)(i) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, to the extent practicable, the record date set hereunder will be the same as the record date set Shares represented by the Securities Issuereach American Depositary Share. Subject to the provisions of Sections 4.02 through 4.08 of the Deposit Agreement and to the other terms and conditions of this Receipt and the Depositary Trust Deposit Agreement, the Owners Holders of Receipts at the close of business in New York on such record date shall be entitled, as the case may be, entitled to receive the amount distributable by the Trustee Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereofthereof in proportion to the number of American Depositary Shares held by them respectively, or to give such voting instructions, to receive such notice or to act in respect of any other such mattersolicitation, or shall be obligated to pay such feeotherwise take action.
Appears in 1 contract
Sources: Deposit Agreement (Bank Bradesco)
Fixing of Record Date. Whenever the Depositary shall receive notice of a record date by the Company (provided to the Depositary at least 10 days in advance, in accordance with New York Stock Exchange requirements) for the determination of holders of Deposited Securities entitled to receive any cash dividend or --------------------- other cash distribution shall become payable or distribution in Shares or any distribution other than cash shall cash, or any rights to be madeissued with respect to the Deposited Securities, or whenever, for any reason, the Depositary causes a change in the number of Shares that are represented by each ADS or whenever the Trustee receives Depositary shall receive notice of any meeting of or solicitation of proxies from holders of any Underlying Securities, or whenever a fee shall be charged by the Trustee under Section 5.6, or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition of the securities which must be deposited for issuance of ReceiptsShares, or whenever the Trustee shall find Depositary finds it necessary or convenient in respect of any matter, the Trustee Depositary shall fix a record date (the “ADS Record Date”) which date shall be the same date, to the extent practicable, as, or, if not practicable, as near as reasonably practicable to, the record date for the Deposited Securities (a) for the determination of the Owners Holders who shall be (i) entitled to receive such dividend dividend, distribution or distribution rights, or the net proceeds of the sale thereof, or (ii) entitled to give instructions to the Trustee for the exercise of voting rights rights, if any, at any such meeting or solicitation or (iii) required to pay such feemeeting, or (b) for fixing the date on or after which each Receipt ADS will represent such the changed group number of Securities. In the case of subsections Shares or (a)(ic) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, to the extent practicable, the record date set hereunder will be the same as the record date set by the Securities Issuerfor any other matter. Subject to the provisions of Sections 4.1 through 4.5, 4.7 and 5.9 and to the other terms and conditions of the Depositary Trust this Deposit Agreement, the Owners Holders of record at the close of business in New York on such ADS Record Date on such record date shall be entitled, as the case may be, entitled to receive the amount distributable by the Trustee Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereof, or to give voting instructionsinstructions for the Deposited Securities at any such meeting or to receive such notice or solicitation or to otherwise take action, or to act exercise the rights of Holders hereunder with respect to such changed number of Shares, represented by each ADS, in proportion to the number of ADSs held by them respectively, or with respect to such other matter. The Depositary shall promptly notify the New York Stock Exchange, Inc., of any other such matter, action to fix a record date for the ADSs or shall be obligated to pay such feeclose the transfer books for the ADSs.
Appears in 1 contract
Fixing of Record Date. Whenever (i) any cash dividend or --------------------- other cash distribution in respect of the Bondholder Shares or any proceeds of any sale or disposition of such dividends or distributions or any Sale Proceeds shall become payable or any distribution other than cash shall be madepayable, (ii) an increase in the Capital Stock of the Company, pursuant to which holders of Capital Stock of the Company have the right to subscribe and pay for the shares of Capital Stock of the Company being issued as a result thereof, or whenever (iii) the Trustee receives Agent shall receive notice of any shareholders meeting of the Company or solicitation any other event that requires the vote of proxies from holders of Capital Stock pursuant to the by-laws of the Company or Mexican Law, including any Underlying Securitiesaction requiring a Shareholder Action Notice pursuant to the Equity Trust Agreement, or whenever a fee any vote of or request of direction by Holders of the Units or the Agent pursuant to the Equity Trust Agreement or by Holders pursuant to this Agreement shall be charged by the Trustee under Section 5.6required to be obtained or given, or whenever (iv) for any reason there is a reconstitution the Agent causes or other event under the Depositary Trust Agreement that causes seeks to cause a change in the composition number of the securities which must be deposited for issuance shares of ReceiptsCapital Stock represented by each Unit (other than pursuant to Article V), or whenever (v) the Trustee Agent shall otherwise find it necessary or convenient in respect of any matterconvenient, the Trustee Agent shall fix a record date (a) for the determination of the Owners Holders who shall be (ix) entitled to receive such dividend or dividend, distribution or the net proceeds of the such sale thereofor disposition or any Sale Proceeds, (iiy) entitled to subscribe for additional shares of Capital Stock pursuant to Article V or (z) entitled to give instructions to the Trustee for the exercise of voting rights at any such meeting or solicitation otherwise or (iii) required to pay such feeprovide a direction, as applicable, or (b) on or after which each Receipt Unit will represent such the changed group number of Securities. In the case shares of subsections Capital Stock (a)(i) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts other than pursuant to ensure that, to the extent practicable, the record date set hereunder will be the same as the record date set by the Securities IssuerArticle V above). Subject to the provisions of Sections 4.1 through 4.5 and to the other terms and conditions of the Depositary Trust this Agreement, the Owners Holders on such record date shall be entitled, as the case may be, to receive the amount distributable by the Trustee Agent with respect to such dividend or other distribution or the net proceeds of such sale thereof, or disposition or such Sale Proceeds in proportion to the aggregate number of Units held by them respectively and to give voting instructions, or instructions and to act in respect of any other such matter. To the extent practicable, the record date fixed by the Agent for the determination of the Holders who will be entitled to receive such dividend, distribution, or proceeds, or such Sale Proceeds, or entitled to give instructions for the exercise of such voting rights shall be obligated the same as the record date fixed under the Equity Trust Agreement, or if there is no such date exists, the record date shall be the date that is ten Business Days prior to pay such feethe effectiveness or the consummation of the transactions described in clauses (i) through (iv) of the foregoing paragraph.
Appears in 1 contract
Fixing of Record Date. Whenever any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash shall be made, or whenever the Trustee receives notice of any meeting of or solicitation of proxies from holders of any Underlying SecuritiesTrust Property, or whenever a fee shall be charged by the Trustee under Section 5.6, or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition of the securities Securities which must be deposited for issuance of Receipts, or whenever the Trustee shall find it necessary or convenient in respect of any matter, the Trustee shall fix a record date (a) for the determination of the Owners who shall be (i) entitled to receive such dividend or distribution or the net proceeds of the sale thereof, (ii) entitled to give instructions to the Trustee for the exercise of voting rights at any such meeting or solicitation or (iii) required to pay such fee, or (b) on or after which each Receipt will represent such changed group of Securities. In the case of subsections (a)(i) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, to the extent practicable, the record date set hereunder will be the same as the record date set by the Securities Issuer. Subject to the terms and conditions of the Depositary Trust Agreement, the Owners on such record date shall be entitled, as the case may be, to receive the amount distributable by the Trustee with respect to such dividend or other distribution or the net proceeds of sale thereof, or to give voting instructions, or to act in respect of any other such matter, or shall be obligated to pay such fee.
Appears in 1 contract
Sources: Depositary Trust Agreement (Merrill Lynch Pierce Fenner & Smith Inc)
Fixing of Record Date. Whenever the Depositary shall receive notice of the fixing of a record date by the Company for the determination of holders of Deposited Securities entitled to receive any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash shall be madecash, or whenever any rights to be issued with respect to the Trustee receives notice of any meeting of or solicitation of proxies from holders of any Underlying Deposited Securities, or whenever a fee shall be charged by the Trustee under Section 5.6, or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition number of the securities which must be deposited for issuance of ReceiptsShares that are represented by each American Depositary Share, or whenever the Trustee Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient in respect connection with the giving of any notice, solicitation of any consent or any other matter, the Trustee shall Depositary shall, after consultation with the Company, fix a record date (a) for the determination of the Owners Holders (which, to the extent practicable, shall be the same corresponding record date for shares or other Deposited Securities set by the Company and, if different from the record date set by the Company, shall be set after consultation with the Company) who shall be (i) entitled to receive such dividend or dividend, distribution rights or the net proceeds of the sale thereof, (ii) entitled to give instructions to the Trustee for the exercise of voting rights at any such meeting meeting, or to give or withhold such consent, or to receive such notice or solicitation or (iii) required to pay such feeotherwise take action, or (b) on or after which each Receipt will represent whose Receipts shall evidence such changed group number of Securities. In the case of subsections (a)(i) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, to the extent practicable, the record date set hereunder will be the same as the record date set by the Securities IssuerShares. Subject to the provisions of Sections 4.02 through 4.08 of the Deposit Agreement and to the other terms and conditions of this Receipt and the Depositary Trust Deposit Agreement, the Owners Holders of Receipts at the close of business on such record date shall be entitled, as the case may be, entitled to receive the amount distributable by the Trustee Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereofthereof in proportion to the number of American Depositary Shares held by them respectively, or to give such voting instructions, to receive such notice or to act in respect of any other such mattersolicitation, or shall be obligated to pay such feeotherwise take action.
Appears in 1 contract
Fixing of Record Date. Whenever any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued, with respect to the Trustee receives Deposited Securities, or whenever the Depositary shall receive notice of any meeting of or solicitation of proxies from holders of Shares or other Deposited Securities or any Underlying Securitiesother meeting of holders of the Company's securities at which holders of Shares or other Deposited Securities are entitled to vote, or whenever a fee shall be charged by the Trustee under Section 5.6whenever, or whenever for any reason there is a reconstitution or other event under reason, the Depositary Trust Agreement that causes a change in the composition number of the securities which must be deposited for issuance of ReceiptsShares that are represented by each GDS, or whenever the Trustee shall find Depositary finds it necessary or convenient in respect of any mattermatter (including in connection with a mandatory conversion of Shares by the Company), the Trustee Depositary shall fix a record date after consultation with the Company (awhich shall be as near as practicable to the corresponding record date for such distribution or meeting set by the Company) for the determination of the Owners Holders who shall be (i) entitled to receive such dividend dividend, distribution or distribution rights or the net proceeds of the sale thereof, (ii) entitled or to give instructions to the Trustee for the exercise of voting rights rights, if any, at any such meeting or solicitation or (iii) required to pay such fee, or (b) on or after which each Receipt will represent in respect of such changed group number of SecuritiesShares represented by a GDS or in respect of such other matter. In Except in the case of subsections a mandatory conversion by the Company of less than all of the Shares deposited hereunder (a)(iwhich shall be governed by Section 2.06) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, subject to the extent practicable, the record date set hereunder will be the same as the record date set by the Securities Issuer. Subject provisions of Section 4.02 through 4.06 and to the other terms and conditions of the Depositary Trust this Deposit Agreement, the Owners Holders on such record date shall be entitled, as the case may be, entitled to receive the amount distributable by the Trustee Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereofthereof and to exercise the rights of Holders hereunder with respect to such changed number of Shares represented by each GDS, or in proportion to the number of GDSs held by them respectively, to give such voting instructions, to receive such notice or solicitation or to act in respect of any other such matter, or shall be obligated to pay such fee.
Appears in 1 contract
Sources: Preferred Stock Deposit Agreement (Philippine Long Distance Telephone Co)
Fixing of Record Date. Whenever the Depositary shall receive notice of the fixing of a record date by the Company for the determination of holders of Deposited Securities entitled to receive any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash shall be madecash, or whenever any rights to be issued with respect to the Trustee receives notice of any meeting of or solicitation of proxies from holders of any Underlying Deposited Securities, or whenever a fee shall be charged by the Trustee under Section 5.6, or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition number of the securities which must be deposited for issuance of ReceiptsShares that are represented by each American Depositary Share, or whenever the Trustee Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities, or whenever the Depositary shall find it necessary or convenient in respect connection with the giving of any notice, solicitation of any consent or any other matter, the Trustee Depositary shall fix a record date (awhich to the extent practicable shall be the same record date set by the Company) for the determination of the Owners Holders who shall be (i) entitled to receive such dividend or distribution dividend, distribution, rights or the net proceeds of the sale thereof, (ii) entitled to give instructions to the Trustee for the exercise of voting rights at any such meeting meeting, or to give or withhold such consent, or to receive such notice or solicitation or (iii) required to pay such feeotherwise take action, or (b) on or after which each Receipt will represent whose Receipts shall evidence such changed group number of Securities. In the case of subsections (a)(i) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, to the extent practicable, the record date set hereunder will be the same as the record date set by the Securities IssuerShares. Subject to the provisions of Sections 3.04 and 4.02 through 4.06 and to the other terms and conditions of the Depositary Trust this Deposit Agreement, the Owners Holders of Receipts at the close of business on such record date shall be entitled, as the case may be, entitled to receive the amount distributable by the Trustee Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereof, to exercise the rights of Holders hereunder with respect to such changed number of Shares, in proportion to the number of American Depositary Shares held by them respectively, or to give such voting instructions, to receive such notice or to act in respect of any other such mattersolicitation, or shall be obligated to pay such feeotherwise take action.
Appears in 1 contract
Sources: Deposit Agreement (Cable & Wireless Public Limited Co)
Fixing of Record Date. Whenever the Depositary shall receive notice of a record date by the Company (provided to the Depositary at least 10 days in advance, in accordance with New York Stock Exchange requirements) for the determination of holders of Deposited Securities entitled to receive any cash dividend or --------------------- other cash distribution shall become payable or distribution in Shares or any distribution other than cash shall cash, or any rights to be madeissued with respect to the Deposited Securities, or whenever, for any reason, the Depositary causes a change in the number of Shares that are represented by each ADS or whenever the Trustee receives Depositary shall receive notice of any meeting of or solicitation of proxies from holders of any Underlying Securities, or whenever a fee shall be charged by the Trustee under Section 5.6, or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition of the securities which must be deposited for issuance of ReceiptsShares, or whenever the Trustee shall find Depositary finds it necessary or convenient in respect of any matter, the Trustee Depositary shall fix a record date (the “ADS Record Date”) which date shall be the same date, to the extent practicable, as, or, if not practicable, as near as reasonably practicable to, the record date for the Deposited Securities (a) for the determination of the Owners Holders who shall be (i) entitled to receive such dividend dividend, distribution or distribution rights, or the net proceeds of the sale thereof, or (ii) entitled to give instructions to the Trustee for the exercise of voting rights rights, if any, at any such meeting or solicitation or (iii) required to pay such feemeeting, or (b) for fixing the date on or after which each Receipt ADS will represent such the changed group number of Securities. In the case of subsections Shares or (a)(ic) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, to the extent practicable, the record date set hereunder will be the same as the record date set by the Securities Issuerfor any other matter. Subject to the terms and conditions applicable provisions of the Depositary Trust Deposit Agreement, the Owners Holders of record at the close of business in New York on such ADS Record Date on such record date shall be entitled, as the case may be, entitled to receive the amount distributable by the Trustee Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereof, or to give voting instructionsinstructions for the Deposited Securities at any such meeting or to receive such notice or solicitation or to otherwise take action, or to act exercise the rights of Holders hereunder with respect to such changed number of Shares, represented by each ADS, in respect proportion to the number of any other such matterADSs held by them respectively, or shall be obligated with respect to pay such feeother matter.
Appears in 1 contract
Fixing of Record Date. Whenever any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect to the Trustee receives Deposited Securities, or whenever the Depositary shall receive notice of the fixing of a record date by the Company for the determination of holders of Shares or other Deposited Securities, or whenever the Depositary shall receive notice of any meeting of or solicitation of proxies from holders of any Underlying Shares or other Deposited Securities, or whenever a fee shall be charged by the Trustee under Section 5.6, or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition number of the securities which must be deposited for issuance of ReceiptsShares that are represented by each American Depositary Share, or whenever the Trustee Depositary shall find it necessary or convenient in respect of any matterconvenient, the Trustee Depositary shall fix a record date (which, to the extent practicable, shall be the same as any corresponding record date set by the Company with respect to the Shares or, if different, as close thereto as reasonably practicable) (a) for the determination of the Owners who shall be (i) entitled to receive such dividend dividend, distribution or distribution rights or the net proceeds of the sale thereof, thereof or (ii) entitled to give instructions to the Trustee for the exercise of voting rights at any such meeting or solicitation or (iii) required who shall be responsible for any fee or charges assessed by the Depositary pursuant to pay such feethis Deposit Agreement, or (b) on or after which each Receipt American Depositary Share will represent such the changed group number of Securities. In the case of subsections (a)(i) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, to the extent practicable, the record date set hereunder will be the same as the record date set by the Securities IssuerShares. Subject to the provisions of Sections 4.01 through 4.05 and to the other terms and conditions of the Depositary Trust this Deposit Agreement, the Owners on such record date shall be entitled, as the case may be, to receive the amount distributable by the Trustee Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereofthereof in proportion to the number of American Depositary Shares held by them respectively, or to give voting instructions, instructions or to act in respect of any other such matter, or shall be obligated to pay such fee.
Appears in 1 contract
Fixing of Record Date. Whenever the Depositary shall receive notice of a record date by the Company (provided to the Depositary at least 10 days in advance, in accordance with New York Stock Exchange requirements) for the determination of Holders of Deposited Securities entitled to receive any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash shall cash, or any rights to be madeissued with respect to the Deposited Securities, or whenever, for any reason, the Depositary causes a change in the number of Shares that are represented by each ADS or whenever the Trustee receives Depositary shall receive notice of any meeting of or solicitation Holders of proxies from holders of any Underlying Deposited Securities, or whenever a fee shall be charged by the Trustee under Section 5.6, or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition of the securities which must be deposited for issuance of Receipts, or whenever the Trustee shall find finds it necessary or convenient in respect of any matter, the Trustee Depositary shall fix a record date which date shall be the same date, to the extent practicable, as, or, if not practicable, as near as reasonably practicable to, the record date for the Deposited Securities (a) for the determination of the Owners Holders who shall be (i) entitled to receive such dividend or dividend, distribution or rights, or the net act proceeds of the sale thereof, or (ii) entitled to give instructions to the Trustee for the exercise of voting rights rights, if any, at any such meeting or solicitation or (iii) required to pay such feemeeting, or (b) for fixing the date on or after which each Receipt ADS will represent such the changed group number of Securities. In the case of subsections Shares or (a)(ic) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, to the extent practicable, the record date set hereunder will be the same as the record date set by the Securities Issuerfor any other matter. Subject to the provisions of Sections 4.2 through 4.6 and 5.9 and to the other terms and conditions of the Depositary Trust this Deposit Agreement, the Owners Holders on such record date shall be entitled, as the case may be, entitled to receive the amount distributable by the Trustee Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereof, or to give voting instructionsinstructions for the Deposited Securities, or to act exercise the rights of Holders hereunder with respect to such changed number of Shares, represented by each ADS, in proportion to the number of ADSs held by them respectively, or with respect to such other matter. The Depositary shall promptly notify the New York Stock Exchange, Inc., of any other such matter, action to fix a record date for the ADSs or shall be obligated to pay such feeclose the transfer books for the ADSs.
Appears in 1 contract
Sources: Deposit Agreement (Centerpulse LTD)
Fixing of Record Date. Whenever the Depositary shall receive notice of a record date by the Company (provided to the Depositary at least 10 days in advance) for the determination of holders of Deposited Securities entitled to receive any cash dividend or --------------------- other cash distribution shall become payable or distribution in Shares or any distribution other than cash shall cash, or any rights to be madeissued with respect to the Deposited Securities, or whenever, for any reason, the Depositary causes a change in the number of Shares that are represented by each ADS or whenever the Trustee receives Depositary shall receive notice of any meeting of or solicitation of proxies from holders of any Underlying Securities, or whenever a fee shall be charged by the Trustee under Section 5.6, or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition of the securities which must be deposited for issuance of ReceiptsShares, or whenever the Trustee shall find Depositary finds it necessary or convenient in respect of any matter, the Trustee Depositary shall fix a record date (the “ADS Record Date”) which date shall be the same date, to the extent practicable, as, or, if not practicable, as near as reasonably practicable to, the record date for the Deposited Securities (a) for the determination of the Owners Holders who shall be (i) entitled to receive such dividend dividend, distribution or distribution rights, or the net proceeds of the sale thereof, or (ii) entitled to give instructions to the Trustee for the exercise of voting rights rights, if any, at any such meeting or solicitation or (iii) required to pay such feemeeting, or (b) for fixing the date on or after which each Receipt ADS will represent such the changed group number of Securities. In the case of subsections Shares or (a)(ic) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, to the extent practicable, the record date set hereunder will be the same as the record date set by the Securities Issuerfor any other matter. Subject to the terms and conditions applicable provisions of the Depositary Trust Deposit Agreement, the Owners Holders of record at the close of business in New York on such ADS Record Date on such record date shall be entitled, as the case may be, entitled to receive the amount distributable by the Trustee Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereof, or to give voting instructionsinstructions for the Deposited Securities at any such meeting or to receive such notice or solicitation or to otherwise take action, or to act exercise the rights of Holders hereunder with respect to such changed number of Shares, represented by each ADS, in respect proportion to the number of any other such matterADSs held by them respectively, or shall be obligated with respect to pay such feeother matter.
Appears in 1 contract
Fixing of Record Date. Whenever any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash shall be made, or whenever the Trustee receives notice of any meeting of or solicitation of proxies from holders of any Underlying Securities, or whenever a fee rights shall be charged by issued with respect to the Trustee under Section 5.6Deposited Securities, or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition number of the securities which must be deposited for issuance of ReceiptsShares that are represented by each American Depositary Share, or whenever the Trustee Depositary shall find it necessary or convenient in respect receive notice of any mattermeeting of holders of Shares or other Deposited Securities, the Trustee Depositary shall fix a record date, which date shall, (x) be the same date as the record date fixed by the Company, if any, to the extent practicable, or (y) if different from the record date fixed by the Company, be as near as practicable to the record date fixed by the Company or, if more than five (5) Business Days after such record date, be fixed after consultation with the Company (a) for the determination of the Owners who shall be (i) entitled to receive such dividend dividend, distribution or distribution rights or the net proceeds of the sale thereof, thereof or (ii) entitled to give instructions to the Trustee for the exercise of voting rights at any such meeting or solicitation or (iii) required to pay such feemeeting, or (b) on or after which each Receipt American Depositary Share will represent such the changed group number of Securities. In the case of subsections Shares, or (a)(ic) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, to the extent practicable, the record date set hereunder will be the same as the record date set by the Securities Issuerfor any other reason. Subject to the provisions of Sections 4.01 through 4.05 and to the other terms and conditions of the Depositary Trust this Deposit Agreement, the Owners on such record date shall be entitled, as the case may be, to receive the amount distributable by the Trustee Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereof, or thereof in proportion to the number of American Depositary Shares held by each of them respectively and to give voting instructions, or instructions and to act in respect of any other such matter. The Company agrees to provide the Depositary with not less than 10 days' prior notice of any meeting of shareholders or of the Board of Directors of the Company, the agenda for which includes authorization for the declaration of a dividend; provided, however, that if the date for any such meeting is fixed less than 10 days prior to such meeting or the Company does not know, 10 days prior to such meeting, that a dividend may be declared at any such meeting, then the Company shall give such notice to the Depositary as promptly as practicable after such date is fixed or the Company learns that a dividend may be obligated to pay such feedeclared.
Appears in 1 contract
Fixing of Record Date. Whenever the Depositary shall receive notice of a record date by the Companies (provided to the Depositary at least 10 days in advance, in accordance with New York Stock Exchange requirements) for the determination of holders of Deposited Securities entitled to receive any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash shall cash, or any rights to be madeissued with respect to the Deposited Securities, or whenever, for any reason, the Depositary causes a change in the number of Units that are represented by each GDS or whenever the Trustee receives Depositary shall receive notice of any meeting of or solicitation of proxies from holders of any Underlying Deposited Securities, or whenever a fee shall be charged by the Trustee under Section 5.6, or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition of the securities which must be deposited for issuance of Receipts, or whenever the Trustee shall find finds it necessary or convenient in respect of any matter, the Trustee Depositary shall fix a record date which date shall be the same date, to the extent practicable, as, or if not practicable, as near as practicable to, the record date for the Deposited Securities (a) for the determination of the Owners Holders who shall be (i) entitled to receive such dividend dividend, distribution or distribution rights, or the net proceeds of the sale thereof, or (ii) entitled to give instructions to the Trustee for the exercise of voting rights rights, if any, at any such meeting or solicitation or (iii) required to pay such feemeeting, or (b) for fixing the date on or after which each Receipt GDS will represent such the changed group number of Securities. In Units or (c) for any other matter, as the case of subsections (a)(i) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, to the extent practicable, the record date set hereunder will be the same as the record date set by the Securities Issuermay be. Subject to the provisions of Sections 4.1 through 4.5 and 5.9 and to the other terms and conditions of the Depositary Trust this Deposit Agreement, the Owners Holders on such record date shall be entitled, as the case may be, entitled to receive the amount distributable by the Trustee Depositary with respect to such dividend or other distribution or such rights or the net proceeds of sale thereof, or to give voting instructionsinstructions for the Deposited Securities, or to act exercise the rights of Holders hereunder with respect to such changed number of Units, represented by each GDS, in respect proportion to the number of any other such matterGDSs held by them respectively, or shall be obligated with respect to pay such feeother matter.
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Fixing of Record Date. Whenever the Depositary shall receive written notice of the fixing of a record date by the Company for the determination of holders of Deposited Securities entitled to receive any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash shall be madeor Shares, or whenever any rights to be issued with respect to the Trustee receives notice of any meeting of or solicitation of proxies from holders of any Underlying Deposited Securities, or whenever a fee shall be charged by the Trustee under Section 5.6, or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that causes a change in the composition number of the securities which must be deposited for issuance of ReceiptsShares that are represented by each American Depositary Share, or whenever the Trustee Depositary shall receive written notice of any meeting of holders of Shares or other Deposited Securities or whenever the Depositary shall find it necessary or convenient in respect connection with the giving of any notice, solicitation of any consent or any other matter, the Trustee Depositary shall fix a record date (awhich, where applicable, shall be as close as practicable to the date corresponding to the record date fixed by the Company in respect of the Shares) for the determination of the Owners Holders of Receipts who shall be (i) entitled to receive such dividend dividend, distribution or distribution rights, or the net proceeds of the sale thereof, (ii) entitled or to give instructions to the Trustee for the exercise of voting rights at any such meeting or to give or withhold such consent, or to receive such notice or solicitation or (iii) required to pay such feeotherwise take action, or (b) on or after which each Receipt will represent whose Receipts shall evidence such changed group number of Securities. In the case of subsections (a)(i) and (a)(ii) of this Section 4.5, the Trustee shall use its reasonable efforts to ensure that, to the extent practicable, the record date set hereunder will be the same as the record date set by the Securities IssuerShares. Subject to the provisions of Sections 4.1 through 4.5 and to the other terms and conditions of the Depositary Trust this Deposit Agreement, the Owners Holders of Receipts on such record date shall be entitled, as the case may be, entitled to receive the amount distributable by the Trustee Depositary with respect to such dividend divided, distribution or other distribution rights or the net proceeds of sale thereof, thereof or to give such voting instructions, to receive such notice or to act in respect of any other such mattersolicitation, or shall be obligated otherwise take action in proportion to pay such feethe number of American Depositary Shares held by them respectively.
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Fixing of Record Date. Whenever any cash dividend or --------------------- other cash distribution shall become payable or any distribution other than cash shall be made, or whenever the Trustee receives notice of any meeting of or solicitation of proxies from holders of any Underlying Securities, or whenever a fee shall be charged by the Trustee under Section 5.65.9(5), or whenever rights shall be issued with respect to the Deposited Shares, or whenever for any reason there is a reconstitution or other event under the Depositary Trust Agreement that Trustee causes a change in the composition number of the securities which must be deposited for issuance of shares that are represented by each Receipts, or whenever the Trustee shall find it necessary or convenient be instructed to act in respect to any meeting of any matterOwners of Shares represented by Deposited Shares, the Trustee shall fix a record date (a) for the determination of the Owners who shall be (i) entitled to receive such dividend dividend, distribution or distribution rights or the net proceeds of the sale thereof, (ii) required to pay such fee, or (iii) entitled to give instructions to the Trustee for the exercise of voting rights at any such meeting or solicitation or (iii) required to pay such feemeeting, or (b) on or after which each Receipt Receipts will represent such the changed group number of SecuritiesShares. In the case of subsections (a)(i) and (a)(iia)(iii) of this Section 4.54.6, the Trustee shall use its reasonable efforts to ensure that, to the extent practicable, that the record date set hereunder will be the same as the record date Record Date set by the Securities Deposited Shares Issuer. Subject to the provisions of Sections 4.1 and 4.4 and to the other terms and conditions of the Depositary this Trust Agreement, the Owners on such record date shall be entitled, as the case may be, to receive the amount distributable by the Trustee with respect to such dividend or other distribution or such rights or the net proceeds of sale thereof, or requested to pay such fee, in proportion to the number of Receipts held by them respectively and to give voting instructions, or instructions and to act in respect of any other such matter, or shall be obligated to pay such fee.
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Sources: Depositary Trust Agreement (Merrill Lynch Pierce Fenner & Smith Inc)