Common use of Limitations on Delivery Clause in Contracts

Limitations on Delivery. Registration of Transfer and ----------------------------------------------------- Surrender of Receipts. (a) As a condition precedent to the Delivery, --------------------- registration of transfer, split-up, combination or Surrender (including, for the avoidance of doubt, any Surrender in connection with an exchange) of any Receipt or withdrawal of any Underlying Securities, the Trustee or Registrar may require payment from the Depositor of Securities or the presentor of the Receipts of a sum sufficient to reimburse it for any tax or other charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Securities being deposited or withdrawn) and payment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Trustee may establish consistent with the provisions of the Depositary Trust Agreement, including, without limitation, this Section 2.8. (b) The Delivery of Receipts against deposits of Securities, the registration of transfer of Receipts or the Surrender of Receipts for the purpose of withdrawal of Underlying Securities may be suspended, generally or in particular instances, during any period when the transfer books of the Trustee are closed or the transfer books of a Securities Issuer are closed or if any such action is deemed necessary or advisable by the Trustee at any time or from time to time, subject to the provisions of the following sentence. Notwithstanding any other provision of any applicable Depositary Trust Agreement or the Receipts, the Surrender of Receipts and withdrawal of Underlying Securities may not be suspended except for (i) temporary delays caused by closing the transfer books of the Trustee or a Securities Issuer, (ii) the payment of fees, taxes and applicable charges, and (iii) compliance with any U.S. laws or governmental regulations relating to the Receipts or to the withdrawal of the Underlying Securities. Without limitation of the foregoing, the Trustee shall not knowingly accept for deposit under the Depositary Trust Agreement any Securities required to be registered under the provisions of the Securities Act of 1933, as amended, for the public offer and sale thereof in the United States unless a registration statement is in effect as to such Securities for such offer and sale.

Limitations on Delivery. Registration of Transfer and ----------------------------------------------------- Surrender of Receipts. (a) American Depositary Shares. As a condition precedent to the Deliverydelivery, --------------------- registration of transfer, transfer or surrender of any American Depositary Shares or split-up, up or combination or Surrender (including, for the avoidance of doubt, any Surrender in connection with an exchange) of any Receipt or withdrawal of any Underlying Deposited Securities, the Trustee Depositary, Custodian or Registrar may require payment from the Depositor depositor of Securities Shares or the presentor presenter of the Receipts Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Securities Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Trustee Depositary may establish consistent with the provisions of the Depositary Trust this Deposit Agreement, including, without limitation, this Section 2.8. (b) 2.6. The Delivery delivery of Receipts American Depositary Shares against deposits deposit of SecuritiesShares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of Receipts or the Surrender of Receipts for the purpose of withdrawal of Underlying Securities outstanding American Depositary Shares generally may be suspended, generally or in particular instances, during any period when the transfer books of the Trustee Depositary are closed or the transfer books of a Securities Issuer are closed closed, or if any such action is deemed necessary or advisable by the Trustee Depositary or the Company at any time or from time to timetime because of any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. Notwithstanding any other provision of any applicable Depositary Trust Agreement or anything to the Receiptscontrary in this Deposit Agreement, the Surrender surrender of Receipts outstanding American Depositary Shares and withdrawal of Underlying Deposited Securities may not be suspended except for subject only to (i) temporary delays caused by closing the transfer books of the Trustee Depositary or the Company or the Foreign Registrar, if applicable, or the deposit of Shares in connection with voting at a Securities Issuershareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes and applicable similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts American Depositary Shares or to the withdrawal of the Underlying Deposited Securities. Without limitation of the foregoing, the Trustee Depositary shall not knowingly accept for deposit under the Depositary Trust this Deposit Agreement any Securities Shares which would be required to be registered under the provisions of the Securities Act of 1933, as amended, 1933 for the public offer and sale thereof in the United States unless a registration statement is in effect as to such Securities Shares for such offer and salesale or an exemption from registration is available such that the American Depositary Shares may be transferred without restriction.

Limitations on Delivery. Registration of Transfer and ----------------------------------------------------- Surrender of Receipts. (a) American Depositary Shares. As a condition precedent to the Deliverydelivery, --------------------- registration of transfer, transfer or surrender of any American Depositary Shares or split-up, up or combination or Surrender (including, for the avoidance of doubt, any Surrender in connection with an exchange) of any Receipt or withdrawal of any Underlying Deposited Securities, the Trustee Depositary, Custodian or Registrar may require payment from the Depositor depositor of Securities Shares or the presentor presenter of the Receipts Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Securities Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Trustee Depositary may establish consistent with the provisions of the Depositary Trust this Deposit Agreement, including, without limitation, this Section 2.8. (b) 2.6. The Delivery delivery of Receipts American Depositary Shares against deposits deposit of SecuritiesShares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of Receipts or the Surrender of Receipts for the purpose of withdrawal of Underlying Securities outstanding American Depositary Shares generally may be suspended, generally or in particular instances, during any period when the transfer books of the Trustee Depositary are closed or the transfer books of a Securities Issuer are closed closed, or if any such action is deemed necessary or advisable by the Trustee Depositary or the Company at any time or from time to timetime because of any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. Notwithstanding any other provision of any applicable Depositary Trust Agreement or anything to the Receiptscontrary in this Deposit Agreement, the Surrender surrender of Receipts outstanding American Depositary Shares and withdrawal of Underlying Deposited Securities may not be suspended except for subject only to (i) temporary delays caused by closing the transfer books of the Trustee Depositary or the Company or the Foreign Registrar, if applicable, or the deposit of Shares in connection with voting at a Securities Issuershareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes and applicable similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts American Depositary Shares or to the withdrawal of the Underlying Deposited Securities. Without limitation of the foregoing, the Trustee Depositary shall not knowingly accept for deposit under the Depositary Trust this Deposit Agreement any Securities Shares which would be required to be registered under the provisions of the Securities Act of 1933, as amended, 1933 for the public offer and sale thereof in the United States unless a registration statement is in effect as to such Securities Shares for such offer and sale.

Limitations on Delivery. Registration of Transfer and ----------------------------------------------------- Surrender of Receipts. (a) American Depositary Shares. As a condition precedent to the Delivery, --------------------- delivery or registration of transfer, transfer of American Depositary Shares or split-up, up or combination or Surrender (including, for the avoidance of doubt, any Surrender in connection with an exchange) of any Receipt or surrender of any American Depositary Shares or withdrawal of any Underlying Deposited Securities, the Trustee Depositary, Custodian or Registrar may require payment from the Depositor depositor of Securities Shares or the presentor presenter of the Receipts Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Securities Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, may require the production of proof reasonably satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Trustee Depositary may establish consistent with any laws or governmental regulations in Spain or the United States and the provisions of the Depositary Trust this Deposit Agreement, including, without limitation, this Section 2.8. (b) 2.06. The Delivery delivery of Receipts American Depositary Shares against deposits deposit of SecuritiesShares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of Receipts or the Surrender of Receipts for the purpose of withdrawal of Underlying Securities outstanding American Depositary Shares generally may be suspended, generally or in particular instances, during any period when the transfer books of the Trustee are closed Depositary, the Company or the transfer books of a Securities Issuer Foreign Registrar are closed closed, or if any such action is deemed necessary or advisable by the Trustee Depositary or the Company at any time or from time to timetime because of any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. Notwithstanding any other provision of any applicable Depositary Trust Agreement or anything to the Receiptscontrary in this Deposit Agreement, the Surrender surrender of Receipts outstanding American Depositary Shares and withdrawal of Underlying Deposited Securities may not be suspended except for subject only to (i) temporary delays caused by closing the transfer books of the Trustee Depositary or the Company or the Foreign Registrar, if applicable, or the deposit of Shares in connection with voting at a Securities Issuershareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes and applicable similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts American Depositary Shares or to the withdrawal of the Underlying SecuritiesDeposited Securities or (iv) any other reason that may at the time be specified in paragraph I(A)(1) of the General Instructions to Form F-6, as then in effect, or any successor provision thereto under the Securities Act of 1933. Without limitation of the foregoing, the Trustee Depositary shall not knowingly accept for deposit under the Depositary Trust this Deposit Agreement any Securities Shares that would be required to be registered under the provisions of the Securities Act of 1933, as amended, 1933 for the public offer and sale thereof in the United States unless a registration statement is in effect as to such Securities Shares for such offer and sale. The Depositary will comply with the reasonable written instructions of the Company that the Depositary will not accept for deposit any Shares reasonably identified in such instructions to facilitate the Company’s compliance with United States or Spanish securities laws.

Limitations on Delivery. Registration of Transfer and ----------------------------------------------------- Surrender of Receipts. (a) American Depositary Shares. As a condition precedent to the Deliverydelivery, --------------------- registration of transfer, transfer or surrender of any American Depositary Shares or split-up, up or combination or Surrender (including, for the avoidance of doubt, any Surrender in connection with an exchange) of any Receipt Receipt, the delivery of any distribution thereon or withdrawal of any Underlying Deposited Securities, the Trustee Depositary, Custodian or Registrar may shall require payment from the Depositor depositor of Securities Shares or the presentor presenter of the Receipts Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Securities Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, provided and may also require (a) the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require signature, (b) compliance with any laws or regulations relating to depositary receipts in general or to the Trustee withdrawal or sale of Deposited Securities, (c) delivery of such certificates as the Company may from time to time specify in writing to the Depositary to assure compliance with the Securities Act of 1933 and rules and regulations thereunder and (d) compliance with such reasonable procedures, if any, as the Depositary may establish consistent with the provisions of the Depositary Trust this Deposit Agreement, including, without limitation, this Section 2.8. (b) 2.6. The Delivery delivery of Receipts American Depositary Shares against deposits deposit of SecuritiesShares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of Receipts or the Surrender of Receipts for the purpose of withdrawal of Underlying Securities outstanding American Depositary Shares generally may be suspended, generally or in particular instances, during any period when the transfer books of the Trustee are closed Depositary, the Company or the transfer books of a Securities Issuer Registrar or the Foreign Registrar are closed closed, or if any such action is deemed necessary or advisable by the Trustee Depositary or the Company at any time or from time to timetime because of any requirement of law or of any government or governmental body or commission or any securities exchange on which the Shares or American Depositary Shares are listed, or under any provision of this Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. Notwithstanding any other provision of any applicable Depositary Trust Agreement or anything to the Receiptscontrary in this Deposit Agreement, the Surrender surrender of Receipts outstanding American Depositary Shares and withdrawal of Underlying Deposited Securities may not be suspended except for subject only to (i) temporary delays caused by closing the transfer books of the Trustee Depositary or the Company or the Foreign Registrar, if applicable, or the deposit of Shares in connection with voting at a Securities Issuershareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes and applicable similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts American Depositary Shares or to the withdrawal of the Underlying Deposited Securities, and (iv) any other reason that may at any time be specified in paragraph I.A.(1) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation of the foregoing, the Trustee Depositary shall not knowingly accept for deposit under the Depositary Trust this Deposit Agreement any Securities Shares or rights that would be required to be registered under the provisions of the Securities Act of 1933, as amended, 1933 for the public offer and sale thereof in the United States unless a registration statement is in effect as to such Securities Shares for such offer and sale. The Depositary will comply with reasonable written instructions from the Company requesting that it not accept for deposit hereunder any Shares or rights identified in such instructions in order to facilitate the Company’s compliance with U.S. and state securities laws.

Limitations on Delivery. Registration of Transfer and ----------------------------------------------------- Surrender of Receipts. (a) American Depositary Shares. As a condition precedent to the Deliverydelivery, --------------------- registration of transfer, transfer or surrender of any American Depositary Shares or split-up, up or combination or Surrender (including, for the avoidance of doubt, any Surrender in connection with an exchange) of any Receipt or withdrawal of any Underlying Deposited Securities, the Trustee Depositary, Custodian or Registrar may require payment from the Depositor depositor of Securities Shares or the presentor presenter of the Receipts Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Securities Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, may require the production of proof reasonably satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Trustee Depositary may establish consistent with the provisions of the Depositary Trust this Deposit Agreement, including, without limitation, this Section 2.8. (b) 2.6. The Delivery delivery of Receipts American Depositary Shares against deposits deposit of SecuritiesShares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of Receipts or the Surrender of Receipts for the purpose of withdrawal of Underlying Securities outstanding American Depositary Shares generally may be suspended, generally or in particular instances, during any period when the transfer books of the Trustee Depositary are closed or the transfer books of a Securities Issuer are closed closed, or if any such action is deemed necessary or advisable by the Trustee Depositary or the Company at any time or from time to timetime because of any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. Notwithstanding any other provision of any applicable Depositary Trust Agreement or anything to the Receiptscontrary in this Deposit Agreement, the Surrender surrender of Receipts outstanding American Depositary Shares and withdrawal of Underlying Deposited Securities may not be suspended except for subject only to (i) temporary delays caused by closing the transfer books of the Trustee Depositary or the Company or the Foreign Registrar, if applicable, or the deposit of Shares in connection with voting at a Securities Issuershareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes and applicable similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts American Depositary Shares or to the withdrawal of the Underlying Deposited Securities. Without limitation of the foregoing, the Trustee Depositary shall not knowingly accept for deposit under the Depositary Trust this Deposit Agreement any Securities Shares which would be required to be registered under the provisions of the Securities Act of 1933, as amended, 1933 for the public offer and sale thereof in the United States unless a registration statement is in effect as to such Securities Shares for such offer and sale.

Limitations on Delivery. Registration of Transfer and ----------------------------------------------------- Surrender of Receipts. (a) American Depositary Shares. As a condition precedent to the Deliverydelivery, --------------------- registration of transfer, transfer or surrender of any American Depositary Shares or split-up, up or combination or Surrender (including, for the avoidance of doubt, any Surrender in connection with an exchange) of any Receipt or withdrawal of any Underlying Deposited Securities, the Trustee Depositary, Custodian or Registrar may require payment from the Depositor depositor of Securities Shares or the presentor presenter of the Receipts Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Securities Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any applicable laws or regulations or any regulations the Trustee Depositary may establish consistent with the provisions of the Depositary Trust this Deposit Agreement, including, without limitation, this Section 2.8. (b) 2.6. The Delivery delivery of Receipts American Depositary Shares against deposits deposit of SecuritiesShares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of Receipts or the Surrender of Receipts for the purpose of withdrawal of Underlying Securities outstanding American Depositary Shares generally may be suspended, generally or in particular instances, during any period when the transfer books of the Trustee Depositary are closed or the transfer books of a Securities Issuer are closed as provided in Section 5.1, or if any such action is deemed necessary or advisable by the Trustee Depositary or the Company at any time or from time to timetime because of any requirement of law or of any government or governmental body or commission, or if any stock exchange where the Shares are listed suspends the trading of Shares for any reason, or under any provision of this Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. Notwithstanding any other provision of any applicable Depositary Trust Agreement or anything to the Receiptscontrary in this Deposit Agreement, the Surrender surrender of Receipts outstanding American Depositary Shares and withdrawal of Underlying Deposited Securities may not be suspended except for subject only to (i) temporary delays caused by closing the transfer books of the Trustee Depositary or the Company or the Foreign Registrar, if applicable, or the deposit of Shares in connection with voting at a Securities Issuershareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes and applicable similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts American Depositary Shares or to the withdrawal of the Underlying Deposited Securities. Without limitation of the foregoing, the Trustee Depositary shall not knowingly accept for deposit under the Depositary Trust this Deposit Agreement any Securities Shares (A) which would be required to be registered under the provisions of the Securities Act of 1933, as amended, 1933 for the public offer and sale thereof in the United States unless a registration statement is in effect as to such Securities Shares for such offer and salesale or (B) for which the Depositary has received written instructions with respect thereto from the Company that the deposit of such Shares would violate applicable law or regulation. The Depositary will comply with the reasonable written instructions of the Company requesting that the Depositary not accept for deposit hereunder any Shares 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 the securities laws of the United States.

Limitations on Delivery. Registration of Transfer and ----------------------------------------------------- Surrender of Receipts. (a) American Depositary Shares. As a condition precedent to the Deliverydelivery, --------------------- registration of transfer, transfer or surrender of any American Depositary Shares or split-up, up or combination or Surrender (including, for the avoidance of doubt, any Surrender in connection with an exchange) of any Receipt or withdrawal of any Underlying Deposited Securities, the Trustee Depositary, Custodian or Registrar may require payment from the Depositor depositor of Securities Shares or the presentor presenter of the Receipts Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Securities Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Trustee Depositary may establish consistent with the provisions of the Depositary Trust this Deposit Agreement, including, without limitation, this Section 2.8. (b) 2.6. The Delivery delivery of Receipts American Depositary Shares against deposits deposit of SecuritiesShares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of Receipts or the Surrender of Receipts for the purpose of withdrawal of Underlying Securities outstanding American Depositary Shares generally may be suspended, generally or in particular instances, during any period when the transfer books of the Trustee Depositary are closed or the transfer books of a Securities Issuer are closed closed, or if any such action is deemed necessary or advisable by the Trustee Depositary or the Company at any time or from time to timetime because of any requirement of law or of any government or governmental body or commission or self-regulatory body, or under any provision of this Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. Notwithstanding any other provision of any applicable Depositary Trust Agreement or anything to the Receiptscontrary in this Deposit Agreement, the Surrender surrender of Receipts outstanding American Depositary Shares and withdrawal of Underlying Deposited Securities may not be suspended except for subject only to (i) temporary delays caused by closing the transfer books of the Trustee Depositary or the Company or the Foreign Registrar, if applicable, or the deposit of Shares in connection with voting at a Securities Issuershareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes and applicable similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts American Depositary Shares or to the withdrawal of the Underlying Deposited Securities. Without limitation of the foregoing, the Trustee Depositary shall not knowingly accept for deposit under the Depositary Trust this Deposit Agreement any Securities Shares which would be required to be registered under the provisions of the Securities Act of 1933, as amended, 1933 for the public offer and sale thereof in the United States unless a registration statement is in effect as to such Securities Shares for such offer and sale.