Common use of Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts Clause in Contracts

Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, or the exercise of any right of conversion or withdrawal, the Depositary, any of the Depositary’s Agents or the Company may require payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any charges or expenses payable by the holder of a Receipt pursuant to Section 5.07, may require the production of evidence satisfactory to it as to the identity and genuineness of any signature and may also require compliance with such regulations, if any, as the Depositary or the Company may establish consistent with the provisions of this Deposit Agreement, or with the approval of the Company, for any other reason. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Convertible Preferred Stock in connection with a distribution of Depositary Shares which is required to be registered under the Securities Act of 1933, unless a registration statement under such Act is in effect as to such Depositary Shares and such Convertible Preferred Stock. The deposit of Convertible Preferred Stock may be refused, the delivery of Receipts against Convertible Preferred Stock may be suspended, the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of stockholders of the Company is closed and the Depositary has been so notified or (ii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary’s Agents or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission or under any provision of this Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Constellation Brands Inc), Deposit Agreement (Constellation Brands Inc)

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Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, or the exercise of any right of conversion or withdrawal, the Depositary, any of the Depositary’s Agents or the Company Corporation may require (i) payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company Corporation shall have made such payment, the reimbursement to it) of any charges or expenses payable by the holder Holder of a Receipt pursuant to Section 5.075.7, may require (ii) the production of evidence satisfactory to it as to the identity and genuineness of any signature (which evidence will include a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association), and (iii) any other reasonable evidence of authority that may be required by the Depositary, and may also require compliance with such regulations, if any, as the Depositary or the Company Corporation may establish consistent with the provisions of this Deposit Agreement, or with Agreement and/or applicable law and as may be required by any securities exchange on which the approval of the Company, for any other reason. Without limitation of the foregoingSeries I Preferred Stock, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Convertible Preferred Stock in connection with a distribution of Depositary Shares which is required to or the Receipts may be registered under the Securities Act of 1933, unless a registration statement under such Act is in effect as to such Depositary Shares and such Convertible Preferred Stocklisted. The deposit of Convertible shares of the Series I Preferred Stock may be refused, the delivery of Receipts against Convertible shares of Series I Preferred Stock may be suspended, the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of stockholders shareholders of the Company Corporation is closed and the Depositary has been so notified or (ii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary’s Agents or the Company Corporation at any time or from time to time because of any requirement of law or of any government or governmental body or commission or under any provision of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (United Community Banks Inc)

Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, or the exercise of any right of conversion or withdrawal, the Depositary, any of the Depositary’s Agents or the Company may require payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any charges or expenses payable by the holder of a Receipt pursuant to Section 5.075.7, may require the production of evidence satisfactory to it as to the identity and genuineness of any signature signature; and may also require compliance with the rules and regulations of any governmental body, any stock exchange or applicable self-regulatory body, including without limitation, the Financial Industry Regulatory Authority (“FINRA”) or such regulations, if any, as the Depositary or the Company may establish consistent with the provisions of this Deposit Agreement, or with the approval of the Company, for any other reason. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Convertible Preferred Stock in connection with a distribution of Depositary Shares which is required to be registered under the Securities Act of 1933, unless a registration statement under such Act is in effect as to such Depositary Shares and such Convertible Preferred Stock. The deposit of Convertible Preferred Stock may be refused, the delivery of Receipts against Convertible Preferred Stock deposited with the Depositary may be suspended, the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of stockholders of the Company is closed and with respect to the Depositary has been so notified or Stock, (ii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary’s Agents or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission commission, stock exchange or FINRA or under any provision of this Deposit Agreement, or (iii) with the approval of the Company, for any other reason. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any shares of Stock that are required to be registered under the Securities Act unless a registration statement under the Securities Act is in effect as to such shares of Stock.

Appears in 1 contract

Samples: Deposit Agreement (Amerigroup Corp)

Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, or the exercise of any right of conversion or withdrawal, the Depositary, any of the Depositary’s Agents or the Company Corporation may require (i) payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company Corporation shall have made such payment, the reimbursement to it) of any charges charges, taxes or expenses payable by the holder Holder of a Receipt pursuant to Section 5.075.8 (including any such tax or charge with respect to any shares of Series C Preferred Stock being deposited or withdrawn or any charges or expense pursuant to Section 3.2), may require (ii) the production of evidence satisfactory to it as to the identity and genuineness of any signature which evidence shall include a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may also require be required by the Depositary, and (iii) compliance with such regulationsadditional requirements, if any, as the Depositary or the Company Corporation may reasonably establish consistent with the provisions of this Deposit Agreement, or with the approval of the Company, for any other reason. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Convertible Preferred Stock in connection with a distribution of Depositary Shares which is required to be registered under the Securities Act of 1933, unless a registration statement under such Act is in effect as to such Depositary Shares and such Convertible Preferred Stockand/or applicable law. The deposit of Convertible shares of Series C Preferred Stock may be refused, the delivery of Receipts against Convertible such shares of Series C Preferred Stock may be suspended, the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of stockholders of the Company Corporation is closed and the Depositary has been so notified or (ii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary’s Agents or the Company Corporation at any time or from time to time because of any requirement of law or of any government or governmental body or commission or under any provision of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Regions Financial Corp)

Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, or the exercise of any right of conversion or withdrawal, the Depositary, any of the Depositary’s Agents or the Company Corporation may require (i) payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company Corporation shall have made such payment, the reimbursement to it) of any charges charges, taxes or expenses payable by the holder Holder of a Receipt pursuant to Section 5.075.8 (including any such tax or charge with respect to any shares of Series D Preferred Stock being deposited or withdrawn or any charges or expense pursuant to Section 3.2), may require (ii) the production of evidence satisfactory to it as to the identity and genuineness of any signature which evidence shall include a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may also require be required by the Depositary, and (iii) compliance with such regulationsadditional requirements, if any, as the Depositary or the Company Corporation may reasonably establish consistent with the provisions of this Deposit Agreement, or with the approval of the Company, for any other reason. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Convertible Preferred Stock in connection with a distribution of Depositary Shares which is required to be registered under the Securities Act of 1933, unless a registration statement under such Act is in effect as to such Depositary Shares and such Convertible Preferred Stockand/or applicable law. The deposit of Convertible shares of Series D Preferred Stock may be refused, the delivery of Receipts against Convertible such shares of Series D Preferred Stock may be suspended, the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of stockholders of the Company Corporation is closed and the Depositary has been so notified or (ii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary’s Agents or the Company Corporation at any time or from time to time because of any requirement of law or of any government or governmental body or commission or under any provision of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Regions Financial Corp)

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Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, or the exercise of any right of conversion conversion, redemption or withdrawal, the Depositary, any of the Depositary’s 's Agents or the Company may require payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any charges or expenses payable by the holder of a Receipt pursuant to Section 5.07, may require the production of evidence satisfactory to it as to the identity and genuineness of any signature and may also require compliance with such regulations, if any, as the Depositary or the Company may establish consistent with the provisions of this Deposit Agreement, or with the approval of the Company, for any other reason. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Convertible Preferred Stock in connection with a distribution of Depositary Shares which is required to be registered under the Securities Act of 1933, unless a registration statement under such Act is in effect as to such Depositary Shares and such Convertible Preferred Stock. The deposit of Convertible Preferred Stock may be refused, the delivery of Receipts against Convertible Preferred Stock may be suspended, the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of stockholders of the Company is closed and the Depositary has been so notified or (ii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary’s 's Agents or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission or under any provision of this Deposit Agreement.the

Appears in 1 contract

Samples: Deposit Agreement (Network Plus Corp)

Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, or the exercise of any right of conversion or withdrawal, the Depositary, any of the Depositary’s Agents or the Company Corporation may require (i) payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company Corporation shall have made such payment, the reimbursement to it) of any charges charges, taxes or expenses payable by the holder Holder of a Receipt pursuant to Section 5.075.8 (including any such tax or charge with respect to any shares of Series E Preferred Stock being deposited or withdrawn or any charges or expense pursuant to Section 3.2), may require (ii) the production of evidence satisfactory to it as to the identity and genuineness of any signature which evidence shall include a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, and any other reasonable evidence of authority that may also require be required by the Depositary, and (iii) compliance with such regulationsadditional requirements, if any, as the Depositary or the Company Corporation may reasonably establish consistent with the provisions of this Deposit Agreement, or with the approval of the Company, for any other reason. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Convertible Preferred Stock in connection with a distribution of Depositary Shares which is required to be registered under the Securities Act of 1933, unless a registration statement under such Act is in effect as to such Depositary Shares and such Convertible Preferred Stockand/or applicable law. The deposit of Convertible shares of Series E Preferred Stock may be refused, the delivery of Receipts against Convertible such shares of Series E Preferred Stock may be suspended, the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of stockholders of the Company Corporation is closed and the Depositary has been so notified or (ii) if any such action is deemed necessary or advisable by the Depositary, any of the Depositary’s Agents or the Company Corporation at any time or from time to time because of any requirement of law or of any government or governmental body or commission or under any provision of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Regions Financial Corp)

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