Common use of Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc Clause in Contracts

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt, the delivery of any distribution in respect thereof or the withdrawal of any Deposited Securities, the Depositary or the Custodian may require from the Holder, the presenter of a Receipt, or the depositor of CPOs, in order to reflect such execution and delivery, registration of transfer, split-up, combination, surrender, delivery or withdrawal: (i) payment of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer, custody or registration fee with respect thereto (including any such tax or charge and fee with respect to CPOs being deposited, transferred or withdrawn) and payment of any fees and charges of the Depositary upon delivery of Receipts against deposits of CPOs and upon withdrawal of Deposited Securities against surrender of Receipts as set forth in Section 5.06 hereof; (ii) compliance with such reasonable regulations, if any, as the Depositary and the Company may establish consistent with the provisions of the Trust Agreement, this Deposit Agreement including, without limitation, Section 7.07 hereof and the rules of the New York Stock Exchange; and (iii) production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any form, certification or other document delivered to the Depositary in connection with this Deposit Agreement, including but not limited to, in the case of Receipts, a signature guarantee in accordance with industry practice. The delivery of Receipts against deposits of CPOs generally or of particular CPOs may be suspended or withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer generally may be suspended, or the surrender of outstanding Receipts for the purpose of withdrawal of Deposited Securities may be suspended, during any period when the transfer books of the Depositary or the Trust (or the appointed agent of the Trust for the transfer and registration of CPOs) are closed, or if any such action is deemed necessary or advisable by the Company or the Depositary at any time or from time to time, subject in all cases to Section 7.07 hereof. Notwithstanding any provision of this Deposit Agreement or the Receipts to the contrary, the surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended or refused, except as permitted in General Instruction I A(1) to the Form F-6 Registration Statement (as such instruction may be amended from time to time) under the Securities Act of 1933 in connection with (i) temporary delays relating to the deposit of CPOs in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, neither the Depositary nor the Custodian will knowingly accept for deposit under this Deposit Agreement any CPOs 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 CPOs. The Depositary will comply with reasonable written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any certificated CPOs 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 of the United States and other jurisdictions.

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt, the delivery of any distribution in respect thereof Receipt or the withdrawal of any Deposited Securities, the Depositary Depositary, the Company or the Custodian may require payment from the Holder, the presenter of a Receipt, or the depositor of CPOs, in order to reflect such execution and delivery, registration of transfer, split-up, combination, surrender, delivery or withdrawal: (i) payment Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer, custody transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to CPOs Shares being deposited, transferred deposited or Deposited Securities withdrawn) and payment of any applicable fees as herein provided, and charges of may require the Depositary upon delivery of Receipts against deposits of CPOs and upon withdrawal of Deposited Securities against surrender of Receipts as set forth in Section 5.06 hereof; (ii) compliance with such reasonable regulations, if any, as the Depositary and the Company may establish consistent with the provisions of the Trust Agreement, this Deposit Agreement including, without limitation, Section 7.07 hereof and the rules of the New York Stock Exchange; and (iii) production of proof satisfactory to it as to the identity and genuineness of any signature appearing on and may also require compliance with any form, certification laws or other document delivered governmental regulations relating to American depositary receipts or to the Depositary in connection with this Deposit Agreement, including but not limited to, in the case withdrawal of Receipts, a signature guarantee in accordance with industry practiceDeposited Securities. The delivery of Receipts against deposits of CPOs Shares generally or against deposits of particular CPOs Shares may be suspended suspended, or the delivery of Receipts against the deposit of particular Shares may be withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer generally may be suspended, or the surrender of outstanding Receipts for the purpose of withdrawal of Deposited Securities may be suspended, during any period when the transfer books of the Depositary or the Trust (or the appointed agent of for the Trust Company for the transfer and registration of CPOs) Shares are closed, or if any such action is deemed necessary or advisable by the Company Depositary or the Depositary Company, in good faith, at any time or from time to timetime because of any requirement of law or of any government or governmental body or commission, subject in all cases to Section 7.07 hereof. Notwithstanding or under any provision of this Deposit Agreement or the Receipts to the contraryCompany’s Articles of Association (Statuts) or for any other reason. Notwithstanding any other provision of this Deposit Agreement, the surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended or refusedsuspended, except as permitted in General Instruction I A(1) to the Form F-6 Registration Statement (as such instruction may be amended from time to time) under the Securities Act of 1933 required in connection with (i) temporary delays relating to caused by closing the transfer books of the Depositary or the Company (or the appointed agent for the Company for the transfer and registration of Shares) or the deposit of CPOs Shares in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, neither the Depositary nor the Custodian will knowingly shall not accept for deposit under this the Deposit Agreement any CPOs required to be registered pursuant Shares (i) which, if sold by the holder thereof in the United States (as defined in Regulation S under the Securities Act of 1933) would be, to the actual knowledge of the Depositary, subject to the registration provisions of the Securities Act of 1933, unless a registration statement under is in effect relating to such Shares or the sale of such Shares would be exempt from such provisions or (ii) the deposit of which would, to the actual knowledge of the Depositary, infringe any provisions of the Company’s Statuts. The Depositary shall be entitled to rely for purposes of this paragraph, unless the Depositary has actual knowledge to the contrary, on any such certificate as to the effectiveness of a registration statement or the availability of any exemption from the registration requirements of the Securities Act of 1933 is in effect as to such CPOs1933. The Depositary will shall comply with reasonable written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder under the Deposit Agreement any certificated CPOs Shares identified in such instructions at such times and under such circumstances as may be reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States and other jurisdictionsStates.

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt, the delivery of any distribution in respect thereof Receipt or the ADS or withdrawal of any Deposited Securities, the Depositary or the Custodian may require payment from the Holder, the presenter of a Receipt, the Receipt or the depositor of CPOs, in order to reflect such execution and delivery, registration of transfer, split-up, combination, surrender, delivery or withdrawal: (i) payment ADS of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer, custody transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to CPOs Class A Shares being deposited, transferred deposited or withdrawn) and payment of any applicable fees and charges of the Depositary upon delivery of Receipts against deposits of CPOs and upon withdrawal of Deposited Securities against surrender of Receipts as set forth herein provided in Section 5.06 hereof; (ii) compliance with such reasonable regulations5.09 and Exhibit B, if any, as may require the Depositary and the Company may establish consistent with the provisions of the Trust Agreement, this Deposit Agreement including, without limitation, Section 7.07 hereof and the rules of the New York Stock Exchange; and (iii) production of proof satisfactory to it as to the identity and genuineness of any signature appearing on and may also require compliance with any formlaws or governmental regulations relating to Receipts, certification ADSs or other document delivered to the Depositary in connection with this Deposit Agreement, including but not limited to, in the case withdrawal of Receipts, a signature guarantee in accordance with industry practiceDeposited Securities. The delivery issuance of Receipts ADSs against deposits of CPOs Class A Shares generally or against deposits of particular CPOs Class A Shares may be suspended suspended, or the issuance of ADSs against the deposit of particular Class A Shares may be withheld, or the registration of transfer of Receipts ADSs in particular instances may be refused, or the registration of transfer generally may be suspended, or the surrender of outstanding Receipts for the purpose of withdrawal of Deposited Securities may be suspended, during any period when the transfer books of the Depositary or the Trust (or the appointed agent of the Trust for the transfer and registration of CPOs) Company are closed, or if any such action is deemed necessary or advisable by the Company Depositary or the Depositary Company, in good faith, at any time or from time to timetime because of any requirement of law or of any government or governmental body or commission, subject in all cases to Section 7.07 hereofor under any provision of the Deposit Agreement. Notwithstanding any other provision of this the Deposit Agreement or the Receipts to the contraryAgreement, the surrender of outstanding Receipts ADSs and withdrawal of Deposited Securities may not be suspended or refusedsuspended, except as permitted in General Instruction I A(1) to the Form F-6 Registration Statement (as such instruction may be amended from time to time) under the Securities Act of 1933 required in connection with (i) temporary delays relating to caused by closing the transfer books of the Depositary or the Company (or the appointed agent for the Company for the transfer and registration of Shares) or the deposit of CPOs Shares in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, ; taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts ADSs or to the withdrawal of the Deposited SecuritiesSecurities and (iv) other circumstances specifically contemplated by Instruction 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, neither the Depositary nor the Custodian will shall not knowingly accept for deposit under this the Deposit Agreement any CPOs Class A Shares required to be registered pursuant to under the provisions of the Securities Act of 1933Act, unless a registration statement under the Securities Act of 1933 is in effect as to such CPOs. The Depositary will comply with reasonable written instructions of the Company (received by the Depositary reasonably Class A Shares, except as provided in advance) not to accept for deposit hereunder any certificated CPOs 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 of the United States and other jurisdictionsSection 2.12 hereof.

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt, the delivery of any distribution in respect thereof Receipt or the withdrawal of any Deposited Securities, the Depositary or the Custodian may require payment from the Holder, the presenter of a Receipt, Receipt or the depositor of CPOs, in order to reflect such execution and delivery, registration of transfer, split-up, combination, surrender, delivery or withdrawal: (i) payment Shares of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer, custody transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to CPOs Shares being deposited, transferred deposited or withdrawn) and payment of any applicable fees as herein provided, and charges of may, but is not obligated to, require the Depositary upon delivery of Receipts against deposits of CPOs and upon withdrawal of Deposited Securities against surrender of Receipts as set forth in Section 5.06 hereof; (ii) compliance with such reasonable regulations, if any, as the Depositary and the Company may establish consistent with the provisions of the Trust Agreement, this Deposit Agreement including, without limitation, Section 7.07 hereof and the rules of the New York Stock Exchange; and (iii) production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any form, certification or other document delivered to the Depositary in connection with this the Deposit Agreement, including but not limited to, in the case of Receipts, a signature guarantee in accordance with industry practice, and may also require compliance with any laws or governmental regulations relating to depositary receipts in general or to the withdrawal of Deposited Securities. The delivery of Receipts against deposits of CPOs Shares generally or of particular CPOs Shares may be suspended or withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer generally may be suspended, or the surrender of outstanding Receipts for the purpose of withdrawal of Deposited Securities may be suspended, suspended during any period when the transfer books of the Depositary or Depositary, the Trust shareholders’ register of the Company (or the appointed agent of the Trust Company for the transfer and registration of CPOsShares) or the books of the CSD are closed, or if any such action is deemed necessary or advisable by the Company Company, the Depositary or the Depositary CSD, in good faith, at any time or from time to time, subject in all cases to Section 7.07 hereof. Notwithstanding any provision of this Deposit Agreement or the Receipts anything else herein to the contrary, the surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended or refused, except as permitted in General Instruction I A(1) to the Form F-6 Registration Statement (as such instruction represented thereby may be amended from time to time) under the Securities Act of 1933 suspended, but only as required in connection with (i) temporary delays relating to caused by closing the deposit transfer books of CPOs the Depositary or the issuer of any Deposited Securities (or the appointed agent or agents for such issuer for the transfer and registration of such Deposited Securities) in connection with voting at a shareholders’ meeting, meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. United States or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. Without limitation Securities or (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the foregoing, neither the Depositary nor the Custodian will knowingly accept for deposit under this Deposit Agreement any CPOs required General Instructions to Form F-6 (as such General Instructions may be registered pursuant amended from time 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 CPOs. The Depositary will comply with reasonable written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any certificated CPOs 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 of the United States and other jurisdictionstime).

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt, the delivery of any distribution in respect thereof or the withdrawal of any Deposited Securities, the Depositary or the Custodian may require from the Holder, the presenter of a Receipt, or the depositor of CPOs, Shares or the presenter of written instructions in order to reflect such execution and delivery, registration of transfer, split-up, combination, surrender, delivery surrender or withdrawal: (i) payment of a sum sufficient to reimburse it for any tax or other governmental charge charge, including, without limitation, any tax imposed under the laws of Germany, and any stock transfer, custody transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to CPOs Shares being deposited, transferred or withdrawn) and payment of any applicable fees and charges of the Depositary upon delivery of Receipts against deposits of CPOs and upon withdrawal of Deposited Securities against surrender of Receipts as set forth provided in Section 5.06 hereof; 5.9 hereof and Article 9 (Charges of Depositary) of the form of Receipt attached hereto as Exhibit A (face), (ii) compliance with such reasonable regulations, if any, as the Depositary and the Company may establish consistent with the provisions of the Trust Agreement, this Deposit Agreement including, without limitation, Section 7.07 hereof and the rules of the New York Stock Exchange; and (iii) production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any form, certification or other document delivered to the Depositary in connection with this Deposit Agreement, including but not limited to, in the case of Receipts, a signature guarantee in accordance with industry practice, and (iii) compliance with (A) any laws or governmental regulations relating to the execution and delivery of Receipts or American Depositary Shares or to the withdrawal or delivery of Deposited Securities and (B) such reasonable regulations as the Depositary may establish consistent with the provisions of this Deposit Agreement, including Section 7.10 hereof, and applicable law. The delivery of Receipts against against, or adjustments in the records of the Depositary to reflect, deposits of CPOs Shares generally or of particular CPOs Shares may be suspended or withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer generally may be suspended, or the surrender of outstanding Receipts Receipts, or the receipt of written instructions from any person having a beneficial interest in any Receipt for the purpose of withdrawal of Deposited Securities may be suspended, during any period when the transfer books of the Depositary or the Trust Company (or the Foreign Registrar as appointed agent of for the Trust Company for the transfer and registration of CPOsShares) are closed, or if any such action is deemed necessary or advisable by the Company or the Depositary Depositary, in good faith, at any time or from time to time, subject in all cases to Section 7.07 hereof. Notwithstanding any other provision of this Deposit Agreement or the Receipts to the contrary, the surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended or refused, except as permitted in General Instruction I A(1I.A(1) to the Form F-6 Registration Statement (as such instruction may be amended from time to time) under the Securities Act Act. Subject to Section 2.9 hereof, the Depositary may issue Receipts against evidence of 1933 in connection with (i) temporary delays relating rights to receive Shares from the deposit of CPOs in connection with voting at a shareholders’ meetingCompany, or the payment of dividendsany custodian, (ii) the payment of feesregistrar, taxes and similar chargestransfer agent, and (iii) compliance with any U.S. clearing agency or foreign laws other entity involved in ownership or governmental regulations relating to the Receipts or to the withdrawal transaction records in respect of the Deposited SecuritiesShares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. Without limitation of the foregoing, neither the Depositary nor the Custodian will shall not knowingly accept for deposit under this Deposit Agreement any CPOs Shares or other Deposited Securities required to be registered pursuant to the provisions of the Securities Act of 1933Act, unless a registration statement under the Securities Act of 1933 is in effect as to such CPOsShares or other Deposited Securities, or any Shares or Deposited Securities the deposit of which would violate any provisions of the Company’s Articles of Association. The Also without limitation of the foregoing, the Depositary will use its best efforts to comply with reasonable written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder any certificated CPOs 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 of the United States and other jurisdictions.

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt, the delivery of any distribution in respect thereof Receipt or the withdrawal of any Deposited Securities, the Depositary Depositary, the Company or the Custodian may require payment from the Holder, the presenter of a Receipt, or the depositor of CPOs, in order to reflect such execution and delivery, registration of transfer, split-up, combination, surrender, delivery or withdrawal: (i) payment Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer, custody transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to CPOs Shares being deposited, transferred deposited or Deposited Securities withdrawn) and payment of any applicable fees as herein provided, and charges of may require the Depositary upon delivery of Receipts against deposits of CPOs and upon withdrawal of Deposited Securities against surrender of Receipts as set forth in Section 5.06 hereof; (ii) compliance with such reasonable regulations, if any, as the Depositary and the Company may establish consistent with the provisions of the Trust Agreement, this Deposit Agreement including, without limitation, Section 7.07 hereof and the rules of the New York Stock Exchange; and (iii) production of proof satisfactory to it as to the identity and genuineness of any signature appearing on and may also require compliance with any form, certification laws or other document delivered governmental regulations relating to American Depositary Receipts or to the Depositary in connection with this Deposit Agreement, including but not limited to, in the case withdrawal of Receipts, a signature guarantee in accordance with industry practiceDeposited Securities. The delivery of Receipts against deposits of CPOs Shares generally or against deposits of particular CPOs Shares may be suspended suspended, or the delivery of Receipts against the deposit of particular Shares may be withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer generally may be suspended, or the surrender of outstanding Receipts for the purpose of withdrawal of Deposited Securities may be suspended, during any period when the transfer books of the Depositary or the Trust (or the appointed agent of for the Trust Company for the transfer and registration of CPOs) Shares are closed, or if any such action is deemed necessary or advisable by the Company Depositary or the Depositary Company, in good faith, at any time or from time to timetime because of any requirement of law or of any government or governmental body or commission, subject in all cases to Section 7.07 hereof. Notwithstanding or under any provision of this Deposit Agreement or the Receipts to the contraryCompany’s Articles of Association (“Statuts”) or for any other reason. Notwithstanding any other provision of this Deposit Agreement, the surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended or refusedsuspended, except as permitted in General Instruction I A(1) to the Form F-6 Registration Statement (as such instruction may be amended from time to time) under the Securities Act of 1933 required in connection with (i) temporary delays relating to caused by closing the transfer books of the Depositary or the Company (or the appointed agent for the Company for the transfer and registration of Shares) or the deposit of CPOs Shares in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, neither the Depositary nor the Custodian will knowingly shall not accept for deposit under this the Deposit Agreement any CPOs required to be registered pursuant Shares (1) which, if sold by the holder thereof in the United States (as defined in Regulation S under the Securities Act of 1933) would be, to the actual knowledge of the Depositary, subject to the registration provisions of the Securities Act of 1933, unless a registration statement is in effect relating to such Shares or the sale of such Shares would be exempt from such provisions or (ii) the deposit of which would, to the actual knowledge of the Depositary, infringe any provisions of the Company’s Statuts. The Depositary may accept Shares which the Depositary believes have been withdrawn from a restricted American Depositary Receipt facility established or maintained by a depositary bank for deposit only if such Shares have been acquired in a transaction (i) registered under the Securities Act of 1933 is 1933, (ii) in effect compliance with Regulation S under the Securities Act of 1933, or (iii) in accordance with Rule 144 under the Securities Act of 1933, and the Depositary shall, as a condition of accepting the deposit of such Shares, require the person depositing such Shares to such CPOsprovide the Depositary with a certificate in writing to the foregoing effect. The Depositary will shall be entitled to rely for purposes of this paragraph, unless the Depositary has actual knowledge to the contrary, on any such certificate as to the effectiveness of a registration statement or the availability of any exemption from the registration requirements of the Securities Act of 1933. The Depositary shall comply with reasonable written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit hereunder under the Deposit Agreement any certificated CPOs Shares identified in such instructions at such times and under such circumstances as may be reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States and other jurisdictionsStates.

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt, the delivery of any distribution in respect thereof or the withdrawal of any Deposited Securities, the Depositary or the Custodian may require from the Holder, the presenter of a Receipt, or the depositor of CPOs, Units or the presenter of written instructions in order to reflect such execution and delivery, registration of transfer, split-split up, combination, surrender, delivery surrender or withdrawal: (i) payment of a sum sufficient to reimburse it for any tax or other governmental charge charge, including, without limitation, any tax imposed under the laws of Brazil, and any stock transfer, custody transfer or registration fee with respect thereto (including any such tax or tax, charge and fee with respect to CPOs Units being deposited, transferred or withdrawn) and payment of any charges and fees and charges of the Depositary upon delivery of Receipts against deposits of CPOs Units and upon withdrawal of Deposited Securities against surrender of Receipts as set forth in Section 5.06 hereof5.9 to this Deposit Agreement; (ii) compliance with (a) any laws or governmental regulations relating to Receipts or GDSs or to the withdrawal of Deposited Securities and (b) such reasonable regulations, if any, as the Depositary and the Company Companies may establish consistent with the provisions of the Trust this Deposit Agreement, this Deposit Agreement includingincluding Section 7.7 hereof, without limitation, Section 7.07 hereof and the rules of the New York Stock Exchangeapplicable law; and (iii) production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any form, certification or other document delivered to the Depositary in connection with this Deposit Agreement, including but not limited to, in the case of Receipts, a signature guarantee in accordance with industry practice. The delivery of Receipts against deposits of CPOs Units generally or of particular CPOs Units may be suspended or withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer generally may be suspended, or the surrender of outstanding Receipts Receipts, or the receipt of written instructions from any person having a beneficial interest in any Receipt for the purpose of withdrawal of Deposited Securities may be suspended, during any period when the transfer books of the Depositary or the Trust Companies (or the Foreign Registrar as the appointed agent of the Trust Companies for the transfer and registration of CPOsUnits) are closed, or if any such action is deemed necessary or advisable by the Company Companies or the Depositary at any time or from time to time, subject in all cases to Section 7.07 hereof. Notwithstanding any other provision of this Deposit Agreement or the Receipts to the contrary, the surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended or refusedsuspended, except as permitted in General Instruction I A(1I.A(l) to the Form F-6 Registration Statement (as such instruction may be amended from time to time) under the Securities Act Act. In furtherance and not in limitation of 1933 in connection with the foregoing, the Depositary shall not, and it shall instruct the Custodian not to (i) temporary delays relating accept for deposit under Section 2.2 hereof Units in such circumstances where the Depositary, the Custodian or the Companies has reason to believe (and in the case of the Custodian or the Companies, such belief shall have been communicated to the Depositary) that such Units have been withdrawn from a restricted depositary receipt facility in respect to Units established or maintained by a depositary bank, including any such facility established or maintained by the Depositary (hereinafter, a “restricted facility”), or permit such Units to be used to satisfy any person’s obligation with respect to transactions contemplated by Section 2.9 hereof unless such Units have been acquired in a transaction (a) registered under the Securities Act, (b) in compliance with Regulation S or (c) in accordance with Rule 144 under the Securities Act, and the Depositary may, as a condition to accepting the deposit of CPOs such Units hereunder, require the person depositing such Units to provide the Depositary with a certificate in connection with voting at a shareholders’ meeting, writing to the foregoing effect; or the payment of dividends, (ii) the payment accept for (w) deposit under Section 2.2 hereof, (x) transfer or exchange under Section 2.4 hereof, (y) cancellation under Section 2.5 hereof or (z) delivery in satisfaction of feesany person’s obligation with respect to transactions contemplated by Section 2.9 hereof, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating depositary receipts representing Units issued pursuant to the Receipts or to the withdrawal of the Deposited Securitiesa restricted facility. Without limitation of the foregoing, neither the Depositary nor the Custodian will shall not knowingly accept for deposit under this Deposit Agreement any CPOs Units or other Deposited Securities required to be registered pursuant to the provisions of the Securities Act of 1933Act, unless a registration statement under the Securities Act of 1933 is in effect as to such CPOsUnits (and the constituent securities) or other Deposited Securities, or any Units or Deposited Securities the deposit of which would violate any provisions of the Bylaws of the Companies. The Also without limitation of the foregoing, the Depositary will comply with reasonable written instructions of the Company Companies (received by the Depositary reasonably in advance) not to accept for deposit hereunder any certificated CPOs Units 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 Companies’ compliance with the securities laws of the United States and other jurisdictions.

Limitations on Execution and Delivery Transfer Etc of Receipts Suspension of Delivery Transfer Etc. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt, the delivery of any distribution in respect thereof Receipt or the ADS or withdrawal of any Deposited Securities, the Depositary or the Custodian may require payment from the Holder, the presenter of a Receipt, the Receipt or the depositor of CPOs, in order to reflect such execution and delivery, registration of transfer, split-up, combination, surrender, delivery or withdrawal: (i) payment ADS of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer, custody transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to CPOs Class B Shares being deposited, transferred deposited or withdrawn) and payment of any applicable fees and charges of the Depositary upon delivery of Receipts against deposits of CPOs and upon withdrawal of Deposited Securities against surrender of Receipts as set forth herein provided in Section 5.06 hereof; (ii) compliance with such reasonable regulations5.09 and Exhibit B, if any, as may require the Depositary and the Company may establish consistent with the provisions of the Trust Agreement, this Deposit Agreement including, without limitation, Section 7.07 hereof and the rules of the New York Stock Exchange; and (iii) production of proof satisfactory to it as to the identity and genuineness of any signature appearing on and may also require compliance with any formlaws or governmental regulations relating to Receipts, certification ADSs or other document delivered to the Depositary in connection with this Deposit Agreement, including but not limited to, in the case withdrawal of Receipts, a signature guarantee in accordance with industry practiceDeposited Securities. The delivery issuance of Receipts ADSs against deposits of CPOs Class B Shares generally or against deposits of particular CPOs Class B Shares may be suspended suspended, or the issuance of ADSs against the deposit of particular Class B Shares may be withheld, or the registration of transfer of Receipts ADSs in particular instances may be refused, or the registration of transfer generally may be suspended, or the surrender of outstanding Receipts for the purpose of withdrawal of Deposited Securities may be suspended, during any period when the transfer books of the Depositary or the Trust (or the appointed agent of the Trust for the transfer and registration of CPOs) Company are closed, or if any such action is deemed necessary or advisable by the Company Depositary or the Depositary Company, in good faith, at any time or from time to timetime because of any requirement of law or of any government or governmental body or commission, subject in all cases to Section 7.07 hereofor under any provision of the Deposit Agreement. Notwithstanding any other provision of this the Deposit Agreement or the Receipts to the contraryAgreement, the surrender of outstanding Receipts ADSs and withdrawal of Deposited Securities may not be suspended or refusedsuspended, except as permitted in General Instruction I A(1) to the Form F-6 Registration Statement (as such instruction may be amended from time to time) under the Securities Act of 1933 required in connection with (i) temporary delays relating to caused by closing the transfer books of the Depositary or the Company (or the appointed agent for the Company for the transfer and registration of Shares) or the deposit of CPOs Shares in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, ; taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts ADSs or to the withdrawal of the Deposited SecuritiesSecurities and (iv) other circumstances specifically contemplated by Instruction 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, neither the Depositary nor the Custodian will shall not knowingly accept for deposit under this the Deposit Agreement any CPOs Class B Shares required to be registered pursuant to under the provisions of the Securities Act of 1933Act, unless a registration statement under the Securities Act of 1933 is in effect as to such CPOs. The Depositary will comply with reasonable written instructions of the Company (received by the Depositary reasonably Class B Shares, except as provided in advance) not to accept for deposit hereunder any certificated CPOs 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 of the United States and other jurisdictionsSection 2.12 hereof.