Common use of Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities Clause in Contracts

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt or the withdrawal of any Deposited Securities, the Depositary the Company or the Custodian may require of the presentor of the Receipt or the depositor of Shares; (a) payment of a sum sufficient to pay or reimburse it for payment of (i) any stock transfer or other tax or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts set forth in Exhibit B (b) the production of proof satisfactory identity and genuineness of any signature and as to any other matter contemplated by Section 3.01; and, (c) compliance with such reasonable regulations, if any, as the Depositary may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares generally may be suspended, or deposits of particular Shares may be refused, or the registration of transfer of Receipts or the withdrawal of Deposited Securities generally may be suspended, or the registration of transfer of Receipts or the withdrawal of Deposited Securities in particular instances may be refused, during any period when the Receipt register or any register for Shares, or other Deposited Securities is closed, or when any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time for any reason, including without limitation any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement, or in connection with voting at any meeting of Shareholders or the payment of dividends. The Depositary may issue Receipts against rights to receive Shares from the Company, or any Custodian, or any registrar, transfer agent, clearing agency or other entity recording Share ownership or transactions. The Depositary may issue Receipts against other rights to receive Shares (a “pre-release”) only if (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities until such Shares are deposited, (y) the applicant for such Receipts represents in writing that it owns such Shares, has assigned all beneficial right, title and interest in such Shares to the Depositary, holds such Shares for the account of the Depositary, shall not dispose of such Shares other than in satisfaction of the pre-release and will deliver such Shares to the Custodian within five business days of demand therefor (no evidence of ownership is required or time of delivery specified) and (z) all such Receipts represent not more than 30% of all American Depositary Shares (excluding those evidenced by Pre-released ADRs), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. Such collateral, but not the earnings thereon, shall be held for the benefit of the Holders. The Depositary may retain for its own account any compensation for the issuance of Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Company to not accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws in the United States.

Appears in 2 contracts

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

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Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt Receipt, the delivery of any distribution thereon or the withdrawal of any Deposited Securities, the Depositary the Company or the Custodian may may, and upon instructions of the Issuer shall, require of the Holder, the presentor of the Receipt or the depositor of Shares; : (a) payment of a sum sufficient to pay or reimburse it any of them for payment of any of the following (unless payable by the Issuer as set forth in Section 5.9 hereto): (i) any stock transfer or other tax (including, but not limited to, any Spanish corporate tax or income tax on individuals) or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register or brokerage fees applied by the Spanish stock exchanges or the relevant member of such stock exchanges acting as a broker-dealer or any other person authorized under Spanish Law to act in a similar capacity and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts that are set forth in Exhibit B Section 5.9 hereto; (b) the production of proof satisfactory to either the Depositary or the Custodian, as the case may be, as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.013.1; and, (c) delivery of any forms required by Spanish Law or custom in connection with Delivery of Deposited Securities or with execution or delivery of Transfer Documents; and (d) compliance with such reasonable regulations, requirements or conditions, if any, as the Depositary may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares generally may be suspended, or deposits of particular Shares may be refused, or the registration of transfer of Receipts Receipts, their split-up or the withdrawal of Deposited Securities generally combination may be suspended, or the registration of transfer of Receipts or the withdrawal of Deposited Securities suspended in particular instances may be refusedor generally, during any period when the Receipt register or any register for Shares, or other Deposited Securities is closed, or at any time or from time to time when any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time Issuer for any reason, including without limitation any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit AgreementAgreement or the provisions of or governing Deposited Securities, any meeting (Junta General de Accionistas) of Shareholders or any payment of dividends. The surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended, subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Issuer or the deposit of Shares in connection with voting at any meeting of Shareholders a shareholders' meeting, or the payment of dividends. The Depositary may issue Receipts against rights to receive Shares from the Company, or any Custodian, or any registrar, transfer agent, clearing agency or other entity recording Share ownership or transactions. The Depositary may issue Receipts against other rights to receive Shares (a “pre-release”) only if (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities until such Shares are deposited, (yii) the applicant for such Receipts represents in writing that it owns such Sharespayment of fees, has assigned all beneficial righttaxes and similar charges, title and interest in such Shares (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Depositary, holds such Shares for Receipts or to the account withdrawal of the Depositary, shall not dispose of such Shares other than in satisfaction of the pre-release and will deliver such Shares to the Custodian within five business days of demand therefor (no evidence of ownership is required or time of delivery specified) and (z) all such Receipts represent not more than 30% of all American Depositary Shares (excluding those evidenced by Pre-released ADRs), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. Such collateral, but not the earnings thereon, shall be held for the benefit of the Holders. The Depositary may retain for its own account any compensation for the issuance of Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rightsDeposited Securities. Without limitation of the foregoing, and notwithstanding anything in this Deposit Agreement to the contrary, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Company Issuer not to not accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s Issuer's compliance with the securities laws in the United StatesStates including, without limitation, the laws referenced in Section 7.8.

Appears in 2 contracts

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

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt or Receipt, the delivery of any distribution thereon or, subject to the last sentence of Section 2.05, the withdrawal of any Deposited Securities, the Depositary the Company or the Custodian may may, and upon instructions of the Bank shall, require of the Holder, the presentor of the Receipt or the depositor of Shares; : (a) payment of a sum sufficient to pay or reimburse it any of them for payment of any of the following (unless payable by the Bank as set forth in Exhibit D hereto): (i) any stock transfer or other tax (including, but not limited to, any Spanish income tax) or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register or brokerage fees applied by the Spanish stock exchanges or the relevant member of such stock exchanges acting as a broker/dealer or any other person authorized under Spanish law to act in a similar capacity and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts that are set forth in Exhibit B D hereto; (b) the production of proof satisfactory to either the Depositary or the Custodian, as the case may be, as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.01; and, (c) delivery of any forms required by Spanish Law or custom in connection with the execution or delivery of a Poliza; and (d) compliance with such reasonable regulations, requirements or conditions, if any, as the Depositary may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares generally may be suspended, or deposits of particular Shares may be refused, or the registration of transfer of Receipts Receipts, their split-up or combination or, subject to the last sentence of Section 2.05, the withdrawal of Deposited Securities generally may be suspended, or the registration of transfer of Receipts or the withdrawal of Deposited Securities in particular instances may be refusedor generally, during any period when the Receipt register or any register for Shares, or other Deposited Securities is closed, or at any time or from time to time when any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time Bank for any reason, including without limitation any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit AgreementAgreement or the provisions of or governing Deposited Securities, or in connection with voting at any meeting (Junta General de Accionistas) of Shareholders or the any payment of dividends. The Depositary may issue Receipts against rights to receive Shares from the Company, or any Custodian, or any registrar, transfer agent, clearing agency or other entity recording Share ownership or transactions. The Depositary may issue Receipts against other rights to receive Shares (a “pre-release”) only if (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities until such Shares are deposited, (y) the applicant for such Receipts represents in writing that it owns such Shares, has assigned all beneficial right, title and interest in such Shares to the Depositary, holds such Shares for the account of the Depositary, shall not dispose of such Shares other than in satisfaction of the pre-release and will deliver such Shares to the Custodian within five business days of demand therefor (no evidence of ownership is required or time of delivery specified) and (z) all such Receipts represent not more than 30% of all American Depositary Shares (excluding those evidenced by Pre-released ADRs), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. Such collateral, but not the earnings thereon, shall be held for the benefit of the Holders. The Depositary may retain for its own account any compensation for the issuance of Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Company Bank not to not accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s Bank's compliance with the securities laws in the United States.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Banco Bilbao Vizcaya Argentaria, S.A.)

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt or Receipt, the delivery of any distribution thereon or, subject to the last sentence of the first paragraph of Section 2.05, the withdrawal of any Deposited Securities, the Depositary Depositary, the Company or the Custodian may require of the Holder, the presentor of the Receipt or the depositor of Shares; : (a) payment of a sum sufficient to pay or reimburse it for payment of (i) any stock transfer or other tax or other governmental charge with respect theretothereto (including, without limitation, any such tax, charge or fee of the type referred to in Section 3.02), (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts set forth in Exhibit B paragraph (8) of the form of Receipt; (b) the production of proof satisfactory to it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.01; and, (c) compliance with such reasonable regulations, if any, as the Depositary and the Company may establish consistent with the provisions of this Deposit AgreementAgreement or as may be established by the Central Bank or the SVS. The delivery of Receipts against deposits of Shares generally may be suspended, or deposits of particular Shares may be refused, or the registration of transfer of Receipts Receipts, their split-up or combination or, subject to the last sentence of the first paragraph of Section 2.05, the withdrawal of Deposited Securities generally may be suspended, or the registration of transfer of Receipts or the withdrawal of Deposited Securities in particular instances may be refusedor generally, during any period when the Receipt register or any register for Shares, Shares or other Deposited Securities is closed, or any time or from time to time when any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time for any reason, including without limitation any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit AgreementAgreement or the provisions of or governing Deposited Securities, or in connection with voting at any meeting of Shareholders shareholders or the any payment of dividends. The Subject to this Deposit Agreement, the Depositary may issue Receipts against rights to receive Shares from the Company, or any Custodian, or any registrar, transfer agent, clearing agency or other entity recording Share ownership or transactions. The Depositary may will not issue Receipts against other rights to receive Shares (a “pre-release”) only if unless (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities until such Shares are deposited, (y) the applicant for such Receipts represents in writing that it owns such Shares, that it has assigned all beneficial right, title and interest in such Shares to the Depositary, holds such Shares Depositary for the account benefit of the Depositary, shall not dispose of such Shares other than in satisfaction of the pre-release Holders and that it will deliver such Shares to upon the Custodian within five business days of demand therefor Depositary’s request (no evidence of ownership is required or time of delivery specified) and (z) all such Receipts represent not more than 3020% of all American Depositary Shares (excluding those evidenced by Pre-released ADRs), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriateactually deposited. Such collateral, but not the earnings thereon, shall be held for the benefit of the Holders. The Depositary may retain for its own account any compensation for the issuance of Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights. Subject to the provisions of this Section 2.06 with respect to the issuance of Receipts against rights to receive Shares, neither the Depositary nor the Custodian shall lend Deposited Securities. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Company to not accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws in the United States.

Appears in 1 contract

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

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt or Receipt, the delivery of any distribution thereon or, subject to the last sentence of Section 2.05, the withdrawal of any Deposited Securities, the Depositary Depositary, the Company Company, the Trustee or the Custodian may require of from the Holder, the presentor of the Receipt or the depositor of Shares; : (a) payment of a sum sufficient to pay or reimburse it for payment of (i) any stock transfer or other tax or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts set forth in Exhibit B to this Deposit Agreement; (b) the production of proof satisfactory to it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.01; and, and (c) compliance with such reasonable regulations, if any, as the Depositary and the Company may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares generally may be suspended, or deposits of particular Shares may be refused, or the registration of transfer of Receipts Receipts, their split-up or combination or, subject to the last sentence of Section 2.05, the withdrawal of Deposited Securities generally may be suspended, or the registration of transfer of Receipts or the withdrawal of Deposited Securities in particular instances may be refusedor generally, during any period when the Receipt register or any register for Shares, Shares or other Deposited Securities is closed, or any time or from time to time when any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time for any reason, including without limitation any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit AgreementAgreement or the provisions of or governing Deposited Securities, or in connection with voting at any meeting of Shareholders or the any payment of dividends. The Depositary may issue Receipts against rights to receive Shares from the Company, or any Custodian, the Trustee or any registrar, transfer agent, clearing agency or other the entity recording Share ownership or transactions. The Unless requested in writing by the Company and the Trustee to cease doing so on at least two business days prior notice, the Depositary may issue Receipts against other rights to receive Shares (a “pre-release”) only if (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities until held by the Depositary for the benefit of Holders (but such Shares are depositedcollateral shall not constitute Deposited Securities), (y) the applicant for each recipient of such Receipts represents and agrees in writing with the Depositary that it such recipient or its customer (i) beneficially owns such Shares, has assigned (ii) assigns all beneficial right, title and interest in such Shares therein to the DepositaryDepositary for the benefit of the Holders, (iii) holds such Shares for the account of the Depositary, shall not dispose of such Shares other than in satisfaction of the pre-release Depositary and (iv) will deliver such Shares to the Custodian within five business days of as soon as practicable and promptly upon demand therefor (but in no evidence of ownership is required or time of delivery specified) event more than five days after demand therefor and (z) all such Receipts represent evidence not more than 3020% of all American Depositary Shares (excluding those evidenced by Pre-released ADRssuch Receipts), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. Such collateral, but not the earnings thereon, shall be held for the benefit of the Holders. The Depositary may retain for its own account any compensation for the issuance of Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Company to not accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s 's compliance with the securities laws in the United States.

Appears in 1 contract

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

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt or Receipt, the delivery of any distribution thereon or, subject to the last sentence of Section 2.05, the withdrawal of any Deposited Securities, the Depositary Depositary, the Company or the Custodian may require of the Holder, the presentor of the Receipt or the depositor of Shares; : (a) payment of a sum sufficient to pay or reimburse it for payment of (i) any stock transfer or other tax or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts set forth in Exhibit B to this Deposit Agreement; (b) the production of proof satisfactory to it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.01; and, (c) compliance with such reasonable regulations, if any, as the Depositary and the Company may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares generally may be suspended, or deposits of particular Shares may be refused, or the registration of transfer of Receipts Receipts, their split-up or combination or, subject to the last sentence of Section 2.05, the withdrawal of Deposited Securities generally may be suspended, or the registration of transfer of Receipts or the withdrawal of Deposited Securities in particular instances may be refusedor generally, during any period when the Receipt register or any register for Shares, Shares or other Deposited Securities is closed, or any time or from time to time when any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time for any reason, including without limitation any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit AgreementAgreement or the provisions of or governing Deposited Securities, or in connection with voting at any meeting of Shareholders or the any payment of dividends. The Depositary may issue Receipts against rights to receive Shares from the Company, or any Custodian, or any registrar, transfer agent, clearing agency or other entity recording Share ownership or transactions. The Depositary may issue Receipts against other rights to receive Shares (a “pre-release”) only if (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities until such Shares are deposited, (y) the applicant for such Receipts represents in writing that it owns such Shares, has assigned all beneficial right, title and interest in such Shares to the Depositary, holds such Shares for the account of the Depositary, shall not dispose of such Shares other than in satisfaction of the pre-release and will deliver such Shares to the Custodian within five business days of demand therefor (no evidence of ownership is required or time of delivery specified) and (z) all such Receipts represent not more than 30% of all American Depositary Shares (excluding those evidenced by Pre-released ADRs), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. Such collateral, but not the earnings thereon, shall be held for the benefit of the Holders. The Depositary may retain for its own account any compensation for the issuance of Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Company to not accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws in the United States.any

Appears in 1 contract

Samples: Deposit Agreement (Amvescap PLC/London/)

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt Receipt, the delivery of any distribution thereon (including any distributions on Class B Shares and Triton Delaware Preferred Stock) or the withdrawal of any Deposited Securities, the Depositary the Company or the Custodian Issuers may require of the presentor Holder, the presenter of the Receipt or the depositor of Shares; : (a) payment of a sum sufficient to pay or reimburse it for payment of (i) any stock transfer or other tax or other governmental charge with respect thereto, thereto and (ii) any stock transfer or registration fees for the registration of transfers of the Class B Shares or Triton Delaware Preferred Stock which are a part of the Shares or other Deposited Securities upon any applicable register and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts set forth in Exhibit B register; (b) the production of proof satisfactory to it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.01; and, (c) compliance with such reasonable regulations, if any, as the Depositary may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares generally may be suspended, or deposits of particular Shares may be refused, or the registration of transfer of Receipts Receipts, their split-up or combination or the withdrawal of Deposited Securities generally may be suspended, or the registration of transfer of Receipts or the withdrawal of Deposited Securities in particular instances may be refusedor generally, during any period when the Receipt register or any register for Shares, the Class B Shares or the Triton Delaware Preferred Stock which are a part of the Shares or other Deposited Securities is closed, or any time or from time to time when any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time either Issuer for any reason, including without limitation any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit AgreementAgreement or the provisions of or governing Deposited Securities, or in connection with voting at any meeting of Shareholders holders of the Class B Shares or the Triton Delaware Preferred Stock which are a part of the Shares or any payment of dividends. The Depositary may will not issue Receipts against for rights to receive Shares (except for evidence of rights to receive Shares from the Company, or any CustodianTriton Cayman, or any registrar, transfer agent, clearing agency or other entity recording Share involved in ownership or transactions. The Depositary may issue Receipts against other transaction records in respect of the Shares) unless such rights to receive Shares (a “pre-release”) only if (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. United States government securities until such Shares are deposited, (y) the applicant for such Receipts represents in writing that it owns such Shares, has assigned all beneficial right, title and interest in such Shares to the Depositary, holds such Shares for the account of the Depositary, shall not dispose of such Shares other than in satisfaction of the pre-release and will deliver such Shares to the Custodian within five business days of demand therefor (no evidence of ownership is required or time of delivery specified) and (z) all such Receipts represent not more than 30% of all American Depositary Shares (excluding those evidenced by Pre-released ADRs), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriatesecurities. Such collateral, but not the earnings thereon, shall be held for the benefit of the Holders. The Depositary may retain for its own account any compensation for the issuance of Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Company Triton Cayman not to not accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s Triton Cayman's compliance with the securities laws in the United States.

Appears in 1 contract

Samples: Deposit Agreement (Triton Energy Corp)

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt Receipt, the delivery of any distribution thereon or the withdrawal of any Deposited Securities, the Depositary Depositary, the Company or the Custodian may require of the presentor Holder, the presenter of the Receipt or the depositor of Shares; : (a) payment of a sum sufficient to pay or reimburse it for payment of (i) any stock transfer or other tax or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts set forth in Exhibit B to this Deposit Agreement; (b) the production of proof satisfactory to it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.01; and, and (c) compliance with such reasonable regulations, if any, as the Depositary and the Company may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares generally may be suspended, or deposits of particular Shares may be refused, or the registration of transfer of Receipts Receipts, their split-up or combination or the withdrawal of Deposited Securities generally may be maybe suspended, or the registration of transfer of Receipts or the withdrawal of Deposited Securities in particular instances may be refusedor generally, during any period when the Receipt register Register or any register for Shares, Shares or other Deposited Securities is closed, or at any time or from time to time when any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time for any reason, including without limitation any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit AgreementAgreement or the provisions of or governing Deposited Securities, or in connection with voting at any meeting of Shareholders or the any payment of dividends. The Depositary may issue Receipts against rights to receive Shares from the Company, or any Custodian, or any registrar, transfer agent, clearing agency or other entity recording Share ownership or transactions. The Depositary may issue Receipts against other rights to receive Shares (a "pre-release") only if (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities until such Shares are deposited, (y) the applicant for such Receipts represents in writing that it owns such Shares, has assigned all beneficial right, title and interest in such Shares to the Depositary, holds such Shares for the account of the Depositary, shall not dispose of such Shares other than in satisfaction of the pre-release and will deliver such Shares to the Custodian within five business days of demand therefor (no evidence of ownership is required or time of delivery specified) and (z) all such Receipts represent not more than 30% of all American Depositary Shares (excluding those evidenced by Pre-released ADRsReceipts), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. Such collateral, but not the earnings thereon, shall be held for the benefit of the Holders. The Depositary may retain for its own account any compensation for the issuance of Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Company not to not accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s 's compliance with the securities laws in the United States.

Appears in 1 contract

Samples: Deposit Agreement (Marks & Spencer Group p.l.c.)

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt or Receipt, the delivery of any distribution thereon or, subject to the last sentence of Section 2.05, the withdrawal of any Deposited Securities, the Depositary Depositary, the Company or the Custodian may require of the Holder, the presentor of the Receipt or the depositor of Shares; : (a) payment of a sum sufficient to pay or reimburse it for payment of (i) any stock transfer or other tax or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts set forth in Exhibit B to this Deposit Agreement; (b) the production of proof satisfactory to it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.01; and, (c) compliance with such reasonable regulations, if any, as the Depositary and the Company may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares generally may be suspended, or deposits of particular Shares may be refused, or the registration of transfer of Receipts Receipts, their split-up or combination or, subject to the last sentence of Section 2.05, the withdrawal of Deposited Securities generally may be suspended, or the registration of transfer of Receipts or the withdrawal of Deposited Securities in particular instances may be refusedor generally, during any period when the Receipt register or any register for Shares, Shares or other Deposited Securities is closed, or any time or from time to time when any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time for any reason, including without limitation any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit AgreementAgreement or the provisions of or governing Deposited Securities, or in connection with voting at any meeting of Shareholders or the any payment of dividends. The Depositary may issue Receipts against rights to receive Shares from the Company, or any Custodian, or any registrar, transfer agent, clearing agency or other entity recording Share ownership or transactions. The Depositary may issue Receipts against other rights to receive Shares (a “pre-release”) only if (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities until such Shares are deposited, (y) the applicant for such Receipts represents in writing that it owns such Shares, has assigned all beneficial right, title and interest in such Shares to the Depositary, holds such Shares for the account of the Depositary, shall not dispose of such Shares other than in satisfaction of the pre-release and will deliver such Shares to the Custodian within five business days of demand therefor (no evidence of ownership is required or time of delivery specified) and (z) all such Receipts represent not more than 30% of all American Depositary Shares (excluding those evidenced by Pre-released ADRs), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. Such collateral, but not the earnings thereon, shall be held for the benefit of the Holders. The Depositary may retain for its own account any compensation for the issuance of Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Company to not accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws in the United States.

Appears in 1 contract

Samples: Deposit Agreement (Amvescap PLC/London/)

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Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt or the withdrawal of any Deposited Securities, the Depositary the Company or the Custodian may require of the presentor of the Receipt or the depositor of Shares; (a) payment of a sum sufficient to pay or reimburse it for payment of (i) any stock transfer or other tax or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts set forth in Exhibit B (b) the production of proof satisfactory identity and genuineness of any signature and as to any other matter contemplated by Section 3.01; and, (c) compliance with such reasonable regulations, if any, as the Depositary may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares generally may be suspended, or deposits of particular Shares may be refused, or the registration of transfer of Receipts or the withdrawal of Deposited Securities generally may be suspended, or the registration of transfer of Receipts or the withdrawal of Deposited Securities in particular instances may be refused, during any period when the Receipt register or any register for Shares, or other Deposited Securities is closed, or when any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time for any reason, including without limitation any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement, or in connection with voting at any meeting of Shareholders or the payment of dividends. The Depositary may issue Receipts against rights to receive Shares from the Company, or any Custodian, or any registrar, transfer agent, clearing agency or other entity recording Share ownership or transactions. The Depositary may issue Receipts against other rights to receive Shares (a "pre-release") only if (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities until such Shares are deposited, (y) the applicant for such Receipts represents in writing that it owns such Shares, has assigned all beneficial right, title and interest in such Shares to the Depositary, holds such Shares for the account of the Depositary, shall not dispose of such Shares other than in satisfaction of the pre-release and will deliver such Shares to the Custodian within five business days of demand therefor (no evidence of ownership is required or time of delivery specified) and (z) all such Receipts represent not more than 30% of all American Depositary Shares (excluding those evidenced by Pre-released ADRs), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. Such collateral, but not the earnings thereon, shall be held for the benefit of the Holders. The Depositary may retain for its own account any compensation for the issuance of Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Company to not accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s 's compliance with the securities laws in the United States.

Appears in 1 contract

Samples: Deposit Agreement (P&o Princess Cruises PLC)

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt or Receipt, the delivery of any distribution thereon or, subject to the last sentence of Section 2.05, the withdrawal of any Deposited Securities, the Depositary Depositary, the Company Company, the Trustee or the Custodian may require of from the Holder, the presentor of the Receipt or the depositor of Shares; : (a) payment of a sum sufficient to pay or reimburse it for payment of (i) any stock transfer or other tax or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts set forth in Exhibit B to this Deposit Agreement; (b) the production of proof satisfactory to it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.01; and, and (c) compliance with such reasonable regulations, if any, as the Depositary and the Company may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares generally may be suspended, or deposits of particular Shares may be refused, or the registration of transfer of Receipts Receipts, their split-up or combination or, subject to the last sentence of Section 2.05, the withdrawal of Deposited Securities generally may be suspended, or the registration of transfer of Receipts or the withdrawal of Deposited Securities in particular instances may be refusedor generally, during any period when the Receipt register or any register for Shares, Shares or other Deposited Securities is closed, or any time or from time to time when any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time for any reason, including without limitation any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit AgreementAgreement or the provisions of or governing Deposited Securities, or in connection with voting at any meeting of Shareholders or the any payment of dividends. The Depositary may issue Receipts against rights to receive Shares from the Company, or any Custodian, the Trustee or any registrar, transfer agent, clearing agency or other the entity recording Share ownership or transactions. The Unless requested in writing by the Company and the Trustee to cease doing so on at least two business days prior notice, the Depositary may issue Receipts against other rights to receive Shares (a “pre-release”) only if (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities until held by the Depositary for the benefit of Holders (but such Shares are depositedcollateral shall not constitute Deposited Securities), (y) the applicant for each recipient of such Receipts represents and agrees in writing with the Depositary that it such recipient or its customer (a) beneficially owns such Shares, has assigned (b) assigns all beneficial right, title and interest in such Shares therein to the DepositaryDepositary for the benefit of the Holders, (c) holds such Shares for the account of the Depositary, shall not dispose of such Shares other than in satisfaction of the pre-release Depositary and (d) will deliver such Shares to the Custodian within five business days of as soon as practicable and promptly upon demand therefor (but in no evidence of ownership is required or time of delivery specified) event more than five days after demand therefor and (ziii) all such Receipts represent evidence not more than 3020% of all American Depositary Shares (excluding those evidenced by Pre-released ADRssuch Receipts), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. Such collateral, but not the earnings thereon, shall be held for the benefit of the Holders. The Depositary may retain for its own account any compensation for the issuance of Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Company to not accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s 's compliance with the securities laws in the United States.

Appears in 1 contract

Samples: Deposit Agreement (Ing Groep Nv)

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt or the withdrawal of any Deposited Securities, the Depositary the Company or the Custodian may require of the presentor of the Receipt or the depositor of Shares; (a) payment of a sum sufficient to pay or reimburse it for payment of (i) any stock transfer or other tax or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts set forth in Exhibit B (b) the production of proof satisfactory identity and genuineness of any signature and as to any other matter contemplated by Section 3.01; and, (c) compliance with such reasonable regulations, if any, as the Depositary may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares generally may be suspended, or deposits of particular Shares may be refused, or the registration of transfer of Receipts or the withdrawal of Deposited Securities generally may be suspended, or the registration of transfer of Receipts or the withdrawal of Deposited Securities in particular instances may be refused, during any period when the Receipt register or any register for Shares, or other Deposited Securities is closed, or when any such action is deemed necessary or advisable by the Depositary or the Company at any 6 <PAGE> time or from time to time for any reason, including without limitation any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement, or in connection with voting at any meeting of Shareholders or the payment of dividends. The Depositary may issue Receipts against rights to receive Shares from the Company, or any Custodian, or any registrar, transfer agent, clearing agency or other entity recording Share ownership or transactions. The Depositary may issue Receipts against other rights to receive Shares (a "pre-release") only if (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities until such Shares are deposited, (y) the applicant for such Receipts represents in writing that it owns such Shares, has assigned all beneficial right, title and interest in such Shares to the Depositary, holds such Shares for the account of the Depositary, shall not dispose of such Shares other than in satisfaction of the pre-release and will deliver such Shares to the Custodian within five business days of demand therefor (no evidence of ownership is required or time of delivery specified) and (z) all such Receipts represent not more than 30% of all American Depositary Shares (excluding those evidenced by Pre-released ADRs), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. Such collateral, but not the earnings thereon, shall be held for the benefit of the Holders. The Depositary may retain for its own account any compensation for the issuance of Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Company to not accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s 's compliance with the securities laws in the United States. SECTION 2.07.

Appears in 1 contract

Samples: Deposit Agreement

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt or Receipt, the delivery of any distribution thereon or, subject to the last sentence of Section 2.5, the withdrawal of any Deposited Securities, the Depositary Depositary, the Company or the Custodian may require of the Holder, the presentor of the Receipt or the depositor of Shares; : (a) payment of a sum sufficient to pay or reimburse it for payment of (i) any stock transfer or other tax or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts set forth in paragraph (8) of the Receipt attached as Exhibit B A to this Deposit Agreement; (b) the production of proof satisfactory to it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.013.1; and, (c) compliance with such reasonable regulations, if any, as the Depositary and the Company may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares generally may be suspended, or deposits of particular Shares may be refused, or the registration of transfer of Receipts Receipts, their split-up or combination or, subject to the last sentence of Section 2.5, the withdrawal of Deposited Securities generally may be suspended, or the registration of transfer of Receipts or the withdrawal of Deposited Securities in particular instances may be refusedor generally, during any period when the Receipt register or any register for Shares, Shares or other Deposited Securities is closed, or any time or from time to time when any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time for any reason, including without limitation any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit AgreementAgreement or the provisions of or governing Deposited Securities, or in connection with voting at any meeting of Shareholders or the any payment of dividends. The Depositary may issue Receipts against rights to receive Shares from the Company, or any Custodian, or any registrar, transfer agent, clearing agency or other entity recording Share ownership or transactions. The Depositary may will not issue Receipts against other rights to receive Shares (a “pre-release”) only if unless (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities until such Shares are deposited, (y) the applicant for such Receipts represents in writing that it owns such Shares, has assigned all beneficial right, title and interest in such Shares to the Depositary, holds such Shares for the account of the Depositary, shall not dispose of such Shares other than in satisfaction of the pre-release and will deliver such Shares to them upon the Custodian within five business days of demand therefor Depositary’s request (no evidence of ownership is required or time of delivery specified) and (z) all such Receipts represent not more than 3020% of all American Depositary Shares (excluding those evidenced by Pre-released ADRs), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriateactually deposited. Such collateral, but not the earnings thereon, shall be held for the benefit of the Holders. The Depositary may retain for its own account any compensation for the issuance of Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Company to not accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws in the United States.

Appears in 1 contract

Samples: Deposit Agreement (Alpha Bank Ae /Fi)

Limitations on Execution and Delivery and Transfer of Receipts and Withdrawal of Deposited Securities. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up or combination of any Receipt Receipt, the delivery of any distribution thereon or the withdrawal of any Deposited Securities, the Depositary Depositary, the Company or the Custodian may require of the presentor Holder, the presenter of the Receipt or the depositor of Shares; : (a) payment of a sum sufficient to pay or reimburse it for payment of (i) any stock transfer or other tax or other governmental charge with respect thereto, (ii) any stock transfer or registration fees for the registration of transfers of Shares or other Deposited Securities upon any applicable register and (iii) any charges of the Depositary upon delivery of Receipts against deposits of Shares and upon withdrawal of Deposited Securities against surrender of Receipts set forth in Exhibit B to this Deposit Agreement; (b) the production of proof satisfactory to it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.01; and, and (c) compliance with such reasonable regulations, if any, as the Depositary and the Company may establish consistent with the provisions of this Deposit Agreement. The delivery of Receipts against deposits of Shares generally may be suspended, or deposits of particular Shares may be refused, or the registration of transfer of Receipts Receipts, their split-up or combination or the withdrawal of Deposited Securities generally may be suspended, or the registration of transfer of Receipts or the withdrawal of Deposited Securities in particular instances may be refusedor generally, during any period when the Receipt register or any register for Shares, Shares or other Deposited Securities is closed, or any time or from time to time when any such action is deemed necessary or advisable by the by the Depositary or the Company at any time or from time to time for any reason, including without limitation any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit AgreementAgreement or the provisions of or governing Deposited Securities, or in connection with voting at any meeting of Shareholders or the any payment of dividends, provided that the withdrawal of Deposited Securities may be suspended only for reasons specified in General Instruction I.A.(1) to Form F-6 under the Securities Act of 1933. The Depositary may will not issue Receipts against rights to receive Shares (except for evidence of rights to receive Shares from the Company, or any Custodian, or any registrar, transfer agent, clearing agency or other entity recording Share involved in ownership or transactions. The Depositary may issue Receipts against other transaction records in respect of the Shares) unless such rights to receive Shares (a “pre-release”) only if (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. United States government securities until such Shares are deposited, (y) the applicant for such Receipts represents in writing that it owns such Shares, has assigned all beneficial right, title and interest in such Shares to the Depositary, holds such Shares for the account of the Depositary, shall not dispose of such Shares other than in satisfaction of the pre-release and will deliver such Shares to the Custodian within five business days of demand therefor (no evidence of ownership is required or time of delivery specified) and (z) all such Receipts represent not more than 30% of all American Depositary Shares (excluding those evidenced by Pre-released ADRs), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriatesecurities. Such collateral, but not the earnings thereon, shall be held for the benefit of the Holders. The Depositary may retain for its own account any compensation for the issuance of Receipts receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered pursuant to the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act of 1933 is in effect as to such Shares. The Depositary will use reasonable efforts to comply with written instructions of the Company to not accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s 's compliance with the securities laws in the United States.

Appears in 1 contract

Samples: Deposit Agreement (Wolters Kluwer N v /Fi)

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