Common use of Limitations on Execution and Delivery, Transfer, etc Clause in Contracts

Limitations on Execution and Delivery, Transfer, etc. As a condition precedent to the execution and delivery, the registration of issuance, transfer, split-up, combination or surrender, of any ADS, the delivery of any distribution thereon, or the withdrawal of any Deposited Property, the Depositary or the Custodian may require (i) payment from the depositor of Eligible Securities or presenter of ADSs or of this ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Eligible Securities being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in Section 5.9 and Exhibit B to the Deposit Agreement and in this ADR, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1 of the Deposit Agreement, and (iii) compliance with (A) any laws or governmental regulations relating to the execution and delivery of this ADR or ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of this ADR, the Deposit Agreement and applicable law. The issuance of ADSs against deposits of Eligible Securities generally or against deposits of particular Eligible Securities may be suspended, or the deposit of particular Eligible Securities may be refused, or the registration of transfers of ADSs in particular instances may be refused, or the registration of transfer of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Eligible Securities Registrar are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Eligible Securities are listed, or under any provision of the Deposit Agreement or this ADR, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases to paragraph (25) of this ADR. Notwithstanding any provision of the Deposit Agreement or this ADR to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw the Deposited Securities associated therewith at any time subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Eligible Securities in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time).

Appears in 4 contracts

Samples: Deposit Agreement (ASE Technology Holding Co., Ltd.), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

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Limitations on Execution and Delivery, Transfer, etc. of Receipts; Suspension of Delivery, Transfer, Etc. As a condition precedent to the execution and delivery, the registration of issuance, transfer, split-up, combination or surrender, surrender of any ADS, the delivery of any distribution thereon, Receipt or the withdrawal of any Deposited PropertySecurities, the Depositary or the Custodian may require (i) payment from the presenter of a Receipt or the depositor of Eligible Securities or presenter of ADSs or of this ADR Shares of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Eligible Securities Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, and charges of the Depositary as provided in Section 5.9 and Exhibit B to the Deposit Agreement and in this ADRmay, (ii) but is not obligated to, require the production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any form, certification or any other matter contemplated by Section 3.1 of 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) may also require compliance with (A) any laws or governmental regulations relating to the execution and delivery of this ADR or ADSs depositary receipts in general or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of this ADR, the Deposit Agreement and applicable lawSecurities. The issuance delivery of ADSs Receipts against deposits of Eligible Securities Shares generally or against deposits of particular Eligible Securities Shares may be suspended, suspended or the deposit of particular Eligible Securities may be refusedwithheld, or the registration of transfers transfer of ADSs Receipts in particular instances may be refused, or the registration of transfer of ADSs generally may be suspended, suspended during any period when the transfer books of the CompanyDepositary, the Depositary, a Registrar shareholders' register of the Company (or the Eligible Securities Registrar appointed agent of the Company for the transfer and registration of Shares) or the books of the CSD are closed closed, or if any such action is deemed necessary or advisable by the Company, the Depositary or the CompanyCSD, in good faith, at any time or from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Eligible Securities are listed, or under any provision of the Deposit Agreement or this ADR, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases to paragraph (25) of this ADRtime. Notwithstanding any provision of the Deposit Agreement or this ADR anything else herein to the contrary, Holders are entitled to the surrender of outstanding ADSs to withdraw the Receipts and withdrawal of Deposited Securities associated therewith at any time subject represented thereby may be suspended, but only to as required in connection with (i) temporary delays caused by closing the transfer books of the Depositary or the Company issuer of any Deposited Securities (or the deposit appointed agent or agents for such issuer for the transfer and registration of Eligible Securities such Deposited Securities) in connection with voting at a shareholders' meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. United States or foreign laws or governmental regulations relating to the ADSs Receipts or to the withdrawal of the Deposited Securities, and Securities or (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time).

Appears in 3 contracts

Samples: Deposit Agreement (LG.Philips LCD Co., Ltd.), Deposit Agreement (LG.Philips LCD Co., Ltd.), Deposit Agreement (Woori Finance Holdings Co LTD)

Limitations on Execution and Delivery, Transfer, etc. of Receipts; Suspension of Delivery, Transfer, Etc. As a condition precedent to the execution and delivery, the registration, registration of issuance, transfer, split-up, combination or surrender, surrender of any ADSADR, the delivery of any distribution thereon, thereon or the withdrawal of any Deposited PropertySecurities, the Depositary or the Custodian may require (i) payment from the depositor of Eligible Securities Shares or presenter of ADSs or of this the ADR of a sum sufficient to reimburse it for any tax or other governmental charge charge, including any applicable Irish stamp duty, and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Eligible Securities Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in Section 5.9 and Exhibit B to the Deposit Agreement and in this ADRAgreement, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1 14.5 of the Deposit Agreement, Agreement and (iii) compliance with (A) any laws or governmental regulations relating to the execution and delivery of this ADR ADRs or ADSs or to the withdrawal or delivery of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of this ADR, the Deposit Agreement and applicable law. The issuance of ADSs against deposits of Eligible Securities Shares generally or against deposits of particular Eligible Securities Shares may be suspended, or the issuance of ADSs against the deposit of particular Eligible Securities Shares may be refusedwithheld, or the registration of transfers transfer of ADSs ADRs in particular instances may be refused, or the registration of transfer transfers of ADSs ADRs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Eligible Securities Registrar Depositary are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law or regulationlaw, any government or governmental body or commission or any securities exchange on which the ADSs Receipts or Eligible Securities Shares are listed, or under any provision of the Deposit this Agreement or this ADR, or under any provision provisions of, or governing, the Deposited Securities, or because of a any meeting of shareholders of the Company or for any other reason, subject, in all cases cases, to paragraph (25) of this ADR. Notwithstanding any provision Section 16 of the Deposit Agreement or this ADR to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw the Deposited Securities associated therewith at any time subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Eligible Securities in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time)Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (C&c Group PLC), Deposit Agreement (Iona Technologies PLC)

Limitations on Execution and Delivery, Transfer, etc. of Receipts; Suspension of Delivery, Transfer, Etc. As a condition precedent to the execution and delivery, the registration of issuance, transfer, split-up, combination or surrender, surrender of any ADS, the delivery of any distribution thereon, Receipt or the withdrawal of any Deposited PropertySecurities, the Depositary or the Custodian may require (i) payment from the presenter of a Receipt or the depositor of Eligible Securities or presenter of ADSs or of this ADR Shares of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Eligible Securities Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, and charges of the Depositary as provided in Section 5.9 and Exhibit B to the Deposit Agreement and in this ADRmay, (ii) but is not obligated to, require the production of proof satisfactory to it as to the identity and genuineness of any signature appearing on any form, certification or any other matter contemplated by Section 3.1 of 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) may also require compliance with (A) any laws or governmental regulations relating to the execution and delivery of this ADR or ADSs depositary receipts in general or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of this ADR, the Deposit Agreement and applicable lawSecurities. The issuance delivery of ADSs Receipts against deposits of Eligible Securities Shares generally or against deposits of particular Eligible Securities Shares may be suspended, suspended or the deposit of particular Eligible Securities may be refusedwithheld, or the registration of transfers transfer of ADSs Receipts in particular instances may be refused, or the registration of transfer of ADSs generally may be suspended, suspended during any period when the transfer books of the CompanyDepositary, the Depositary, a Registrar shareholders' register of the Company (or the Eligible Securities Registrar appointed agent of the Company for the transfer and registration of Shares) or the books of the CSD are closed closed, or if any such action is deemed necessary or advisable by the Company, the Depositary or the CompanyCSD, in good faith, at any time or from time to time because time. The surrender of any requirement outstanding Receipts and withdrawal of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Eligible Securities are listed, or under any provision of the Deposit Agreement or this ADR, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases to paragraph (25) of this ADR. Notwithstanding any provision of the Deposit Agreement or this ADR to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw the Deposited Securities associated therewith at any time subject represented thereby may be suspended, but only to as required in connection with (i) temporary delays caused by closing the transfer books of the Depositary or the Company issuer of any Deposited Securities (or the deposit appointed agent or agents for such issuer for the transfer and registration of Eligible Securities such Deposited Securities) in connection with voting at a shareholders' meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, or (iii) compliance with any U.S. United States or foreign laws or governmental regulations relating to the ADSs Receipts or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) . Without limitation of the General Instructions foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares required to Form F-6 (be registered under the Securities Act of 1933 prior to being offered and sold publicly in the United States unless a registration statement is in effect as to such General Instructions may be amended from time to time)Shares.

Appears in 1 contract

Samples: Deposit Agreement (Kt Corp)

Limitations on Execution and Delivery, Transfer, etc. of ADRs; Suspension of Delivery, Transfer, Etc. As a condition precedent to the execution and delivery, the registration of issuance, transfer, split-up, combination or surrender, surrender of any ADS, ADR for the delivery purpose of any distribution thereon, or the withdrawal of any Deposited PropertySecurities, the Depositary or the Custodian may may require (i) payment from the Holder, the presenter of an ADR or the depositor of Eligible Securities or presenter of ADSs or of this ADR Common Stock, of a sum sufficient to reimburse it for any tax taxes (including any transfer, capital gains or stamp taxes) or governmental or other governmental charge charges and any stock transfer transfer, custody or registration fee with respect thereto (including any such tax or charge and fee with respect to Eligible Securities being deposited or withdrawn) and payment of any applicable fees and charges (which are summarized in paragraph (8) of this ADR) provided for in the Depositary as provided in Section 5.9 and Deposit Agreement, including Exhibit B to the Deposit Agreement and in this ADRthereto, (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature, including, but not limited to, a signature or any other matter contemplated by Section 3.1 of the Deposit Agreementguarantee in accordance with industry practice, and (iii) compliance with (A) any laws or governmental regulations relating to the execution and delivery of this ADR or ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations other restrictions, if any, as the Depositary and may, after consultation with the Company may Company, establish consistent with the provisions of this ADR, the Deposit Agreement and applicable lawAgreement. The issuance delivery of ADSs ADRs against deposits of Eligible Securities Common Stock generally or against deposits of particular Eligible Securities Common Stock may be suspended, suspended or the deposit of particular Eligible Securities may be refusedwithheld, or the registration of transfers transfer of ADSs ADRs in particular instances may be refused, or the registration of transfer generally may be suspended, or the surrender of ADSs generally outstanding ADRs for the purpose of withdrawal of Deposited Securities may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar Depositary or the Eligible Securities Registrar Company (or the appointed agent of the Company for the transfer and registration of Common Stock) are closed closed, or if any such action is deemed necessary or advisable by the Depositary Company or the Company, in good faith, Depositary at any time or from time to time because time. Subject to the further terms and provisions of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which the ADSs or Eligible Securities are listed, or under any provision Section 2.06 of the Deposit Agreement or (which are summarized in this ADRparagraph (4)), or under Citibank, N.A. and its agents, on their own behalf, may own and deal in any provision of, or governing, the Deposited Securities, or because class of a meeting of shareholders securities of the Company and its affiliates and in ADRs. The Depositary may issue ADRs for evidence of rights to receive Common Stock from the Company, or for any custodian, registrar, transfer agent, clearing agency or other reasonentity involved in ownership or transaction records in respect of the Common Stock. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Common Stock furnished on behalf of the Holder hereof. Neither the Depositary nor the Custodian shall lend Deposited Securities or ADRs; provided, subjecthowever, in all cases that the Depositary may issue ADRs prior to paragraph (25) the receipt of this ADR. Notwithstanding any provision Common Stock pursuant to Section 2.02 of the Deposit Agreement (a "Pre-Release Transaction") and deliver shares of Common Stock upon the receipt and cancellation of ADRs which have been Pre-Released, whether or this ADR not such cancellation is prior to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw termination of such Pre-Release Transaction or the Deposited Securities associated therewith at any time Depositary knows that such ADR has been Pre- Released. The Depositary may receive ADRs in lieu of shares in satisfaction of a Pre- Release Transaction. Each such Pre-Release transaction will be (a) subject only to (ix) temporary delays caused a written representation from the person to whom ADRs are to be delivered (the "Applicant") that such person, or its customer, owns the Common Stock to be remitted, (y) an unconditional guarantee by closing such person to deliver to the Custodian the number of shares of Common Stock that are the subject of the Pre-Release Transaction and (z) any additional restrictions or requirements that the Depositary deems appropriate, (b) subject to a written representation to the Applicant that it will hold such shares of Common Stock in trust for the Depositary until their delivery to the Depositary or Custodian, reflect on its records the Depositary as owner of such shares of Common Stock and deliver such Common Stock upon the Depositary's request, (c) at all times fully collateralized (marked to market daily) with cash, United States government securities or such other collateral of comparable safety and liquidity, (d) terminable by the Depositary on not more than five (5) business days notice, and (e) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary intends that the number of ADRs issued by it pursuant to a Pre-Release Transaction and outstanding at anytime generally will not exceed thirty percent (30%) of the ADRs issued by the Depositary and with respect to which shares of Common Stock are on deposit with the Depositary or Custodian; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary will also set limits with respect to the number of ADRs and Common Stock involved in transactions to be effected hereunder with any one person on a case by case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders only. Without limitation of the foregoing, the Depositary will not knowingly accept for deposit under this Deposit Agreement any Common Stock required to be registered pursuant to the provisions of the Securities Act (including, but not limited to, any "restricted securities" within the meaning of Rule 144 under the Securities Act), unless a registration statement under the Securities Act is in effect as to such Common Stock. The Depositary will use reasonable efforts to comply with written instructions of the Company not to accept for deposit under the Deposit Agreement any Common Stock 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. Any person depositing Common Stock or any Holder may be required from time to time to file with the Depositary or the Custodian such proof of citizenship, residence, exchange control approval, payment of all applicable taxes or other governmental charges, compliance with all applicable laws and regulations and the terms of the Deposit Agreement, or legal or beneficial ownership and the nature of such interest, to provide information relating to the registration on the books of the Company (or the appointed agent of the Company for the transfer books and registration of Common Stock) of the Common Stock presented for deposit or other information, to execute such certificates and to make such representations and warranties as the Depositary or the Company may deem necessary or proper to enable the Depositary to perform its obligations under the Deposit Agreement or to enable the Company or the deposit Depositary to perform their respective obligations under the Company Agreement (as hereinafter defined). The Depositary may withhold the execution or delivery or registration of Eligible Securities in connection with voting at a shareholders’ meeting transfer of all or part of any ADR or the payment distribution or sale of dividends, (ii) any dividend or other distribution of rights or of the payment of fees, taxes and similar charges, (iii) compliance with any U.S. proceeds thereof or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of any Deposited Securities until such proof or other information is filed or such certificates are executed or such representations and warranties are made. The Depositary shall take such additional actions and provide such additional information as the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended Depositary shall from time to time)time agree with the Company.

Appears in 1 contract

Samples: Common Stock Deposit Agreement (Philippine Long Distance Telephone Co)

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Limitations on Execution and Delivery, Transfer, etc. of Receipts, Suspension of Delivery, Transfer, Etc. As a condition precedent to the execution and delivery, the registration, registration of issuance, transfer, split-up, combination or surrender, surrender of any ADS, the delivery of any distribution thereon, Receipt or the withdrawal of any Deposited PropertySecurities, the Depositary Depositary, the Company or the Custodian may require (i) payment from the depositor of Eligible Securities or presenter of ADSs or of this ADR the Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Eligible Securities Shares being deposited or Deposited Securities withdrawn) and payment of any applicable fees as herein provided, and charges of the Depositary as provided in Section 5.9 and Exhibit B to the Deposit Agreement and in this ADR, (ii) may require the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1 of the Deposit Agreement, and (iii) may also require compliance with (A) any laws or governmental regulations relating to the execution and delivery of this ADR or ADSs American depositary receipts or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of this ADR, the Deposit Agreement and applicable lawSecurities. The issuance delivery of ADSs Receipts against deposits of Eligible Securities Shares generally or against deposits of particular Eligible Securities Shares may be suspended, or the delivery of Receipts against the deposit of particular Eligible Securities Shares may be refusedwithheld, or the registration of transfers transfer of ADSs Receipts in particular instances may be refused, or the registration of transfer of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar Depositary or the Eligible Securities Registrar appointed agent for the Company for the transfer and registration of Shares are closed closed, or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, of any government or governmental body or commission or any securities exchange on which the ADSs or Eligible Securities are listedcommission, or under any provision of the this Deposit Agreement or this ADR, or under any provision of, or governing, the Deposited Securities, or because Company's Articles of a meeting of shareholders of the Company Association ("Statuts") or for any other reason, subject, in all cases to paragraph (25) of this ADR. Notwithstanding any other provision of this Deposit Agreement, the Deposit Agreement or this ADR to the contrary, Holders are entitled to surrender of outstanding ADSs to withdraw the Receipts and withdrawal of Deposited Securities associated therewith at any time subject only to may not be suspended, except as required in connection with (i) temporary delays 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 Eligible Securities Shares 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. or foreign laws or governmental regulations relating to the ADSs Receipts or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) . Without limitation of the General Instructions foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to Form F-6 (be registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such General Instructions may be amended Shares. The Depositary will comply with written instructions from time the Company requesting that the Depositary not accept for deposit hereunder any Shares or rights identified in such instructions in order to time)facilitate the Company's compliance with U.S Federal and State securities laws.

Appears in 1 contract

Samples: Deposit Agreement (Groupe Danone)

Limitations on Execution and Delivery, Transfer, etc. of Receipts; Suspension of Delivery, Transfer, etc. As a condition precedent to the execution and delivery, the registration, registration of issuance, transfer, split-up, combination or surrender, surrender of any ADSReceipt, the delivery of any distribution thereon, thereon or the withdrawal of any Deposited PropertySecurities, the Depositary or the Custodian may require (ia) payment from the depositor of Eligible Securities Shares or presenter of ADSs or of this ADR the Receipt of a sum sufficient to reimburse it for any stamp, transfer or other applicable tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Eligible Securities Shares being deposited or withdrawn) and payment of any applicable fees and expenses or charges of the Depositary as provided in Section 5.9 and 5.09, or in Exhibit B to the Deposit Agreement and in this ADRhereof, (iib) the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1 of the Deposit Agreement, 3.01 hereof and (iiic) compliance with (Ai) any laws or governmental regulations relating to the execution and delivery of this ADR Receipts or ADSs American Depositary Shares or to the withdrawal of Deposited Securities and (Bii) such reasonable regulations regulations, if any, as the Depositary and the Company may establish consistent with the provisions of this ADR, the Deposit Agreement and applicable law. The issuance of ADSs against deposits of Eligible Securities generally or against deposits of particular Eligible Securities Agreement. (1) to Form F-6 (as such instruction may be suspended, or the deposit of particular Eligible Securities may be refused, or the registration of transfers of ADSs in particular instances may be refused, or the registration of transfer of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar or the Eligible Securities Registrar are closed or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or amended from time to time because of any requirement of law or regulation, any government or governmental body or commission or any securities exchange on which time) under the ADSs or Eligible Securities are listed, or under any provision of the Deposit Agreement or this ADR, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, Act in all cases to paragraph (25) of this ADR. Notwithstanding any provision of the Deposit Agreement or this ADR to the contrary, Holders are entitled to surrender outstanding ADSs to withdraw the Deposited Securities associated therewith at any time subject only to connection with (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Eligible Securities Shares 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. or foreign laws or governmental regulations relating to the ADSs Receipts or to the withdrawal of the Deposited Securities, and (iv) other circumstances specifically contemplated by Instruction I.A.(l) . Without limitation of the General Instructions foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities required to Form F-6 (be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such General Instructions may be amended from time to time)Shares or other Deposited Securities.

Appears in 1 contract

Samples: Deposit Agreement (Imperial Tobacco Group PLC)

Limitations on Execution and Delivery, Transfer, etc. of Receipts; Suspension of Delivery, Transfer Etc. As a condition precedent to the execution and delivery, the registration of issuance, transfer, split-up, combination or surrender, surrender of any ADS, the delivery of any distribution thereon, Receipt or the ADS or withdrawal of any Deposited PropertySecurities, the Depositary or the Custodian may require (i) payment from the depositor of Eligible Securities or presenter of ADSs the Receipt or of this ADR ADS of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Eligible Securities Class A Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as herein provided in Section 5.9 5.09 and Exhibit B to the Deposit Agreement and in this ADRB, (ii) may require the production of proof satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1 of the Deposit Agreement, and (iii) may also require compliance with (A) any laws or governmental regulations relating to the execution and delivery of this ADR or Receipts, ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of this ADR, the Deposit Agreement and applicable lawSecurities. The issuance of ADSs against deposits of Eligible Securities Class A Shares generally or against deposits of particular Eligible Securities Class A Shares may be suspended, or the issuance of ADSs against the deposit of particular Eligible Securities Class A Shares may be refusedwithheld, or the registration of transfers transfer of ADSs in particular instances may be refused, or the registration of transfer of ADSs generally may be suspended, during any period when the transfer books of the Company, the Depositary, a Registrar Depositary or the Eligible Securities Registrar Company are closed closed, or if any such action is deemed necessary or advisable by the Depositary or the Company, in good faith, at any time or from time to time because of any requirement of law or regulation, of any government or governmental body or commission or any securities exchange on which the ADSs or Eligible Securities are listedcommission, or under any provision of the Deposit Agreement or this ADR, or under any provision of, or governing, the Deposited Securities, or because of a meeting of shareholders of the Company or for any other reason, subject, in all cases to paragraph (25) of this ADRAgreement. Notwithstanding any other provision of the Deposit Agreement or this ADR to Agreement, the contrary, Holders are entitled to surrender of outstanding ADSs to withdraw the and withdrawal of Deposited Securities associated therewith at any time subject only to may not be suspended, except as required in connection with (i) temporary delays 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 Eligible Securities Shares in connection with voting at a shareholders’ meeting meeting, or the payment of dividends, (ii) the payment of fees, ; taxes and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the ADSs or to the withdrawal of the Deposited Securities, Securities and (iv) other circumstances specifically contemplated by Instruction I.A.(lI.A.(1) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Class A Shares required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Class A Shares, except as provided in Section 2.12 hereof.

Appears in 1 contract

Samples: Deposit Agreement (Citibank,N.A./ADR)

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