Common use of Limitations on Execution and Delivery Clause in Contracts

Limitations on Execution and Delivery. Registration of ------------------------------------------------------ Transfer and Surrender of Receipts. As a condition precedent to the execution ---------------------------------- and delivery, registration of transfer, split-up, combination or surrender of any Receipt, the delivery of any distribution thereon, or withdrawal of any Deposited Securities, the Depositary, the Company, the Custodian and the Foreign Registrar, if applicable, may require payment from the depositor of Shares or the presenter of the Receipt of a sum sufficient to pay for (i) any tax or other governmental charge and any stock transfer or registration fees in respect of Receipts, (ii) any tax or other governmental charge and any stock transfer or registration fees in respect of registration of transfers of Shares or other Deposited Securities upon any applicable register (iii) any other expenses, taxes, duties and charges payable by the Depositary, Agent or Custodian and (iv) any fees of the Depositary as provided in Section 5.09 hereof and Exhibit B hereto; (b) the production of proof satisfactory to it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.01 hereof; (c) compliance with the provisions of the Company's Memorandum and Articles of Association in effect from time to time and resolutions and regulations of the Company's Board of Directors adopted pursuant to such Memorandum and Articles of Association and (d) compliance with (i) any laws or governmental regulations relating to Receipts or American Depositary Shares or to the withdrawal of Deposited Securities and (ii) such reasonable regulations, if any, as the Depositary and Company may establish consistent with the provisions of this Deposit Agreement. After consultation with the Company, the delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of outstanding Receipts, or the combination or split-up of Receipts, generally may be suspended, during any period when the transfer books of the Depositary or any register for Shares or other Deposited Securities are closed, or if any such action is deemed necessary or advisable by the Depositary 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, or for any other reason. Notwithstanding any other provision of this Deposit Agreement or the Receipts, the surrender of outstanding Receipts and withdrawal of Deposited Securities may be suspended only for (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares 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 Receipts or to the withdrawal of the Deposited Securities or (iv) any other reason that may at any time be specified in paragraph I(A)(1) of the General Instructions to Form F-6 under the Securities Act, as such instructions may from time to time be in effect, or any successor provision thereto. In furtherance and not in limitation of the foregoing, the Depositary shall not, and it shall instruct the Custodian not to (i) accept for deposit under Section 2.02 hereof, Shares in such circumstances where the Depositary, the Custodian or the Company has reason to believe that such Shares have been withdrawn from a restricted depositary receipt facility in respect to Shares established or maintained by a depositary bank, including any such facility established or maintained by the Depositary (a "restricted facility") or permit such Shares to be used to satisfy any person's obligation with respect to transactions contemplated by Section 2.10 hereof unless such Shares have been acquired in a transaction (a) registered under the Securities Act, (b) in compliance with Regulation S, or (c) in accordance with Rule 144A under the Securities Act and the Depositary may, as a condition to accepting the deposit of such Shares hereunder, require the person depositing such Shares to provide the Depositary with a certificate in writing to the foregoing effect; or (ii) accept for (w) deposit under Section 2.02 hereof, (x) transfer or exchange under Section 2.04 hereof, (y) cancellation under Section 2.05 hereof or (z) delivery in satisfaction of any person's obligation with respect to transactions contemplated by Section 2.10 hereof, depositary receipts representing Shares issued pursuant to a restricted facility. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities which are required to be registered under the Securities Act unless a registration statement under the Securities Act is in effect as to such Shares or other Deposited Securities or any Shares or Deposited Securities the deposit of which would violate the Company's Memorandum and Articles of Association.

Limitations on Execution and Delivery. Registration Transfer, Split-up, Combination, Surrender and Exchange of ------------------------------------------------------ Transfer Receipts and Surrender Withdrawal or Deposit of ReceiptsStock. As a condition precedent to the execution ---------------------------------- and delivery, registration of transfer, split-up, combination combination, surrender or surrender exchange of any Receipt, the delivery of any distribution thereon, thereon or the withdrawal or deposit of any Deposited SecuritiesStock, the Depositary, the Company, the Custodian and the Foreign Registrar, if applicable, may require payment from the depositor of Shares or the presenter any of the Receipt Depositary's Agents or Pattxxxxx xxx require any or all of the following: (i) payment to it of a sum sufficient for the payment (or, in the event that the Depositary or Pattxxxxx xxxll have made such payment, the reimbursement to pay for (iit) of any tax or other governmental charge and with respect thereto (including any stock transfer such tax or registration fees in charge with respect to the Stock being deposited or withdrawn or with respect to the -------------------------- *This section to be modified to reflect any restrictions on withdrawal of Receipts, underlying securities Common Stock or other securities or property of Pattxxxxx xxxng issued upon conversion or redemption); (ii) any tax or other governmental charge and any stock transfer or registration fees in respect of registration of transfers of Shares or other Deposited Securities upon any applicable register (iii) any other expenses, taxes, duties and charges payable by the Depositary, Agent or Custodian and (iv) any fees of the Depositary as provided in Section 5.09 hereof and Exhibit B hereto; (b) the production of proof satisfactory to it as to the identity and genuineness of any signature signature; and as to any other matter contemplated by Section 3.01 hereof; (ciii) compliance with the provisions of the Company's Memorandum and Articles of Association in effect from time to time and resolutions and regulations of the Company's Board of Directors adopted pursuant to such Memorandum and Articles of Association and (d) compliance with (i) any laws or governmental regulations relating to Receipts or American Depositary Shares or to the withdrawal of Deposited Securities and (ii) such reasonable regulations, if any, as the Depositary and Company may or Pattxxxxx xxx establish consistent not inconsistent with the provisions of this Deposit Agreement. After consultation with the CompanyThe deposit of Stock may be refused, the delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of Receipts in particular instances may be refused, Stock or the registration of transfer transfer, split-up, combination, surrender or exchange of outstanding Receipts, or Receipts and the combination or split-up withdrawal of Receipts, generally deposited Stock may be suspended, suspended (i) during any period when the transfer books register of the Depositary or any register for Shares or other Deposited Securities are stockholders of Pattxxxxx xx closed, or (ii) if any such action is deemed necessary or advisable by the Depositary Depositary, any of the Depositary's Agents or the Company at Pattxxxxx xx 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, or for (iii) with the approval of Pattxxxxx, xxr any other reason. Notwithstanding any other provision of this Deposit Agreement or the Receipts, the surrender of outstanding Receipts and withdrawal of Deposited Securities may be suspended only for (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares 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 Receipts or to the withdrawal of the Deposited Securities or (iv) any other reason that may at any time be specified in paragraph I(A)(1) of the General Instructions to Form F-6 under the Securities Act, as such instructions may from time to time be in effect, or any successor provision thereto. In furtherance and not in limitation of the foregoing, the Depositary shall not, and it shall instruct the Custodian not to (i) accept for deposit under Section 2.02 hereof, Shares in such circumstances where the Depositary, the Custodian or the Company has reason to believe that such Shares have been withdrawn from a restricted depositary receipt facility in respect to Shares established or maintained by a depositary bank, including any such facility established or maintained by the Depositary (a "restricted facility") or permit such Shares to be used to satisfy any person's obligation with respect to transactions contemplated by Section 2.10 hereof unless such Shares have been acquired in a transaction (a) registered under the Securities Act, (b) in compliance with Regulation S, or (c) in accordance with Rule 144A under the Securities Act and the Depositary may, as a condition to accepting the deposit of such Shares hereunder, require the person depositing such Shares to provide the Depositary with a certificate in writing to the foregoing effect; or (ii) accept for (w) deposit under Section 2.02 hereof, (x) transfer or exchange under Section 2.04 hereof, (y) cancellation under Section 2.05 hereof or (z) delivery in satisfaction of any person's obligation with respect to transactions contemplated by Section 2.10 hereof, depositary receipts representing Shares issued pursuant to a restricted facility. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities which 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 or other Deposited Securities or any Shares or Deposited Securities the deposit shares of which would violate the Company's Memorandum and Articles of AssociationStock.

Limitations on Execution and Delivery. Registration of ------------------------------------------------------ Transfer and --------------------------------------------------- Surrender of Receipts. --------------------- As a condition precedent to the execution ---------------------------------- and delivery, registration of transfer, split-up, combination or surrender of any Receipt, the delivery of any distribution thereon, Receipt or withdrawal of any Deposited Securities, the Depositary, the Company, the Custodian and the Foreign Registrar, if applicable, or Registrar may require payment from the depositor of Shares or the presenter presentor of the Receipt of a sum sufficient to pay reimburse it for (i) any tax or other governmental charge and any stock transfer or registration fees in fee with respect of Receipts, thereto (ii) including any such tax or other governmental charge and any stock transfer fee with respect to Shares being deposited or registration fees in respect withdrawn) and payment of registration of transfers of Shares or other Deposited Securities upon any applicable register (iii) any other expensesfees as herein provided, taxes, duties and charges payable by the Depositary, Agent or Custodian and (iv) any fees of the Depositary as provided in Section 5.09 hereof and Exhibit B hereto; (b) may require the production of proof satisfactory to it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.01 hereof; (c) may also require compliance with the provisions of the Company's Memorandum and Articles of Association in effect from time to time and resolutions and any regulations of the Company's Board of Directors adopted pursuant to such Memorandum and Articles of Association and (d) compliance with (i) any laws or governmental regulations relating to Receipts or American Depositary Shares or to the withdrawal of Deposited Securities and (ii) such reasonable regulations, if any, as the Depositary and Company may establish consistent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.6. After consultation with the Company, the The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, registration of or the transfer of Receipts in particular instances may be refused, or the registration of transfer of outstanding Receipts, or the combination or split-up of Receipts, Receipts generally may be suspended, during any period when the transfer books of the Depositary or any register for Shares or other Deposited Securities are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company Issuer 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, or the statuts of the Issuer or for any other reason, subject to the provisions of the following sentence. Notwithstanding any other provision of this Deposit Agreement or the Receipts, the The surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended except as permitted in General Instruction I(A)(1) to Form F-6 (as may be amended from time to time) under the Securities Act of 1933, which currently permits suspension only for in connection with (i) temporary delays caused by closing the transfer books of the Depositary or the Company Issuer (or the appointed agent for the Issuer for the registration of transfer of such Shares) or the deposit of 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 or (iv) any other reason that may at any time be specified in paragraph I(A)(1) of the General Instructions to Form F-6 under the Securities Act, as such instructions may from time to time be in effect, or any successor provision thereto. In furtherance and not in limitation of the foregoing, the Depositary shall not, and it shall instruct the Custodian not to (i) accept for deposit under Section 2.02 hereof, Shares in such circumstances where the Depositary, the Custodian or the Company has reason to believe that such Shares have been withdrawn from a restricted depositary receipt facility in respect to Shares established or maintained by a depositary bank, including any such facility established or maintained by the Depositary (a "restricted facility") or permit such Shares to be used to satisfy any person's obligation with respect to transactions contemplated by Section 2.10 hereof unless such Shares have been acquired in a transaction (a) registered under the Securities Act, (b) in compliance with Regulation S, or (c) in accordance with Rule 144A under the Securities Act and the Depositary may, as a condition to accepting the deposit of such Shares hereunder, require the person depositing such Shares to provide the Depositary with a certificate in writing to the foregoing effect; or (ii) accept for (w) deposit under Section 2.02 hereof, (x) transfer or exchange under Section 2.04 hereof, (y) cancellation under Section 2.05 hereof or (z) delivery in satisfaction of any person's obligation with respect to transactions contemplated by Section 2.10 hereof, depositary receipts representing Shares issued pursuant to a restricted facilitySecurities. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities which are required to be registered under the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act is in effect as to such Shares or other Deposited Securities or Shares. The Depositary shall comply with written instructions from the Issuer requesting that the Depositary not accept for deposit hereunder any Shares or Deposited Securities rights reasonably identified in such instructions in order to facilitate the deposit Issuer's compliance with U.S. securities laws or the laws of which would violate any state of the Company's Memorandum and Articles United States or the laws of AssociationThe Republic of France.

Limitations on Execution and Delivery. Registration of ------------------------------------------------------ Transfer and Surrender of ReceiptsTRANSFER, SPLIT-UP, COMBINATION AND SURRENDER OF RECEIPTS AND WITHDRAWAL OR DEPOSIT OF STOCK. As a condition precedent to the execution ---------------------------------- and delivery, registration of transfer, split-up, combination, or surrender of any Receipt, the delivery of any distribution thereon or withdrawal or deposit of Stock, or the exercise of any conversion right referred to in Section 2.10, the Depositary, any of the Depositary’s Agents, the Registrar or the Company may require any or all of the following: (i) 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 tax or other governmental charge or fee with respect thereto (including any such tax or charge or fee with respect to the Stock being deposited or the Stock being withdrawn or with respect to property of THE COMPANY BEING ISSUED UPON REDEMPTION OR CONVERSION); (II) PRODUCTION OF PROOF SATISFACTORY TO IT AS TO THE IDENTITY AND GENUINENESS OF ANY SIGNATURE; AND (III) COMPLIANCE WITH SUCH REASONABLE REGULATIONS, IF ANY, AS THE DEPOSITARY OR THE COMPANY MAY ESTABLISH NOT INCONSISTENT WITH THE PROVISIONS OF THIS DEPOSIT AGREEMENT. The deposit of Stock may be refused, or the registration of transfer, split-up, combination or surrender of any Receipt, outstanding Receipts and the delivery withdrawal of deposited Stock or the exercise of any distribution thereon, or withdrawal of any Deposited Securities, the Depositary, the Company, the Custodian and the Foreign Registrar, if applicable, conversion right referred to in Section 2.10 may require payment from the depositor of Shares or the presenter of the Receipt of a sum sufficient to pay for be suspended (i) any tax or other governmental charge and any stock transfer or registration fees in respect of Receipts, (ii) any tax or other governmental charge and any stock transfer or registration fees in respect of registration of transfers of Shares or other Deposited Securities upon any applicable register (iii) any other expenses, taxes, duties and charges payable by the Depositary, Agent or Custodian and (iv) any fees of the Depositary as provided in Section 5.09 hereof and Exhibit B hereto; (b) the production of proof satisfactory to it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.01 hereof; (c) compliance with the provisions of the Company's Memorandum and Articles of Association in effect from time to time and resolutions and regulations of the Company's Board of Directors adopted pursuant to such Memorandum and Articles of Association and (d) compliance with (i) any laws or governmental regulations relating to Receipts or American Depositary Shares or to the withdrawal of Deposited Securities and (ii) such reasonable regulations, if any, as the Depositary and Company may establish consistent with the provisions of this Deposit Agreement. After consultation with the Company, the delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of outstanding Receipts, or the combination or split-up of Receipts, generally may be suspended, during any period when the transfer books register of stockholders of the Depositary or any register for Shares or other Deposited Securities are Company is closed, or (ii) if any such action is deemed necessary or advisable by the Depositary 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, or (iii) with the approval of the Company, for any other reason. Notwithstanding any other provision of this Deposit Agreement or the Receipts, the surrender of outstanding Receipts and withdrawal of Deposited Securities may be suspended only for (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares 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 Receipts or to the withdrawal of the Deposited Securities or (iv) any other reason that may at any time be specified in paragraph I(A)(1) of the General Instructions to Form F-6 under the Securities Act, as such instructions may from time to time be in effect, or any successor provision thereto. In furtherance and not in limitation of the foregoing, the Depositary shall not, and it shall instruct the Custodian not to (i) accept for deposit under Section 2.02 hereof, Shares in such circumstances where the Depositary, the Custodian or the Company has reason to believe that such Shares have been withdrawn from a restricted depositary receipt facility in respect to Shares established or maintained by a depositary bank, including any such facility established or maintained by the Depositary (a "restricted facility") or permit such Shares to be used to satisfy any person's obligation with respect to transactions contemplated by Section 2.10 hereof unless such Shares have been acquired in a transaction (a) registered under the Securities Act, (b) in compliance with Regulation S, or (c) in accordance with Rule 144A under the Securities Act and the Depositary may, as a condition to accepting the deposit of such Shares hereunder, require the person depositing such Shares to provide the Depositary with a certificate in writing to the foregoing effect; or (ii) accept for (w) deposit under Section 2.02 hereof, (x) transfer or exchange under Section 2.04 hereof, (y) cancellation under Section 2.05 hereof or (z) delivery in satisfaction of any person's obligation with respect to transactions contemplated by Section 2.10 hereof, depositary receipts representing Shares issued pursuant to a restricted facility. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities which 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 or other Deposited Securities or any Shares or Deposited Securities the deposit shares of which would violate the Company's Memorandum and Articles of AssociationStock.

Limitations on Execution and Delivery. Registration of ------------------------------------------------------ Transfer and --------------------------------------------------- Surrender of Receipts. ---------------------- As a condition precedent to the execution ---------------------------------- and delivery, registration of transfer, split-up, combination or surrender of any Receipt, the delivery of any distribution thereon, Receipt or withdrawal of any Deposited Securities, the Depositary, the Company, the Custodian and the Foreign Registrar, if applicable, or Registrar may require payment from the depositor of Shares or the presenter presentor of the Receipt of a sum sufficient to pay reimburse it for (i) any tax or other governmental charge and any stock transfer or registration fees in fee with respect of Receipts, thereto (ii) including any such tax or other governmental charge and any stock transfer fee with respect to Shares being deposited or registration fees in respect withdrawn) and payment of registration of transfers of Shares or other Deposited Securities upon any applicable register (iii) any other expensesfees as herein provided, taxes, duties and charges payable by the Depositary, Agent or Custodian and (iv) any fees of the Depositary as provided in Section 5.09 hereof and Exhibit B hereto; (b) may require the production of proof satisfactory to it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.01 hereof; (c) may also require compliance with the provisions of the Company's Memorandum and Articles of Association in effect from time to time and resolutions and any regulations of the Company's Board of Directors adopted pursuant to such Memorandum and Articles of Association and (d) compliance with (i) any laws or governmental regulations relating to Receipts or American Depositary Shares or to the withdrawal of Deposited Securities and (ii) such reasonable regulations, if any, as the Depositary and Company may establish consistent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.6. After consultation with the Company, the The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of outstanding Receipts, or the combination or split-up of Receipts, Receipts generally may be suspended, during any period when the transfer books of the Depositary or any register for Shares or other Deposited Securities are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company Issuer 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, or for any other reason, subject to the provisions of Section 7.7 hereof. Notwithstanding any other provision of this Deposit Agreement or the Receipts, the surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended subject only for to (i) temporary delays caused by closing the transfer books of the Depositary or the Company Issuer or the deposit of 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 or (iv) any other reason that may at any time be specified in paragraph I(A)(1) of the General Instructions to Form F-6 under the Securities Act, as such instructions may from time to time be in effect, or any successor provision thereto. In furtherance and not in limitation of the foregoing, the Depositary shall not, and it shall instruct the Custodian not to (i) accept for deposit under Section 2.02 hereof, Shares in such circumstances where the Depositary, the Custodian or the Company has reason to believe that such Shares have been withdrawn from a restricted depositary receipt facility in respect to Shares established or maintained by a depositary bank, including any such facility established or maintained by the Depositary (a "restricted facility") or permit such Shares to be used to satisfy any person's obligation with respect to transactions contemplated by Section 2.10 hereof unless such Shares have been acquired in a transaction (a) registered under the Securities Act, (b) in compliance with Regulation S, or (c) in accordance with Rule 144A under the Securities Act and the Depositary may, as a condition to accepting the deposit of such Shares hereunder, require the person depositing such Shares to provide the Depositary with a certificate in writing to the foregoing effect; or (ii) accept for (w) deposit under Section 2.02 hereof, (x) transfer or exchange under Section 2.04 hereof, (y) cancellation under Section 2.05 hereof or (z) delivery in satisfaction of any person's obligation with respect to transactions contemplated by Section 2.10 hereof, depositary receipts representing Shares issued pursuant to a restricted facilitySecurities. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities which are required to be registered under the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act is in effect as to such Shares or other Deposited Securities or any Shares or Deposited Securities the deposit of which would violate the Company's Memorandum and Articles of AssociationShares.

Limitations on Execution and Delivery. Registration of ------------------------------------------------------ Transfer and ----------------------------------------------------- Surrender of Receipts. --------------------- As a condition precedent to the execution ---------------------------------- and delivery, registration of transfer, split-up, combination or surrender of any Receipt, the delivery of any distribution thereon, Receipt or withdrawal of any Deposited Securities, the Depositary, the Company, the Custodian and the Foreign Registrar, if applicable, or Registrar may require payment from the depositor of Shares or the presenter presentor of the Receipt of a sum sufficient to pay reimburse it for (i) any tax or other governmental charge and any stock transfer or registration fees in fee with respect of Receipts, thereto (ii) including any such tax or other governmental charge and any stock transfer fee with respect to Shares being deposited or registration fees in respect withdrawn) and payment of registration of transfers of Shares or other Deposited Securities upon any applicable register (iii) any other expensesfees as herein provided, taxes, duties and charges payable by the Depositary, Agent or Custodian and (iv) any fees of the Depositary as provided in Section 5.09 hereof and Exhibit B hereto; (b) may require the production of proof satisfactory to it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.01 hereof; (c) may also require compliance with the provisions of the Company's Memorandum and Articles of Association in effect from time to time and resolutions and regulations of the Company's Board of Directors adopted pursuant to such Memorandum and Articles of Association and (d) compliance with (i) any laws or governmental regulations relating to Receipts or American Depositary Shares or to the withdrawal of Deposited Securities and (ii) any such reasonable regulations, if any, as the Depositary and Company may establish consistent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.6. After consultation with the Company, the The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of outstanding Receipts, or the combination or split-up of Receipts, Receipts generally may be suspended, during any period when the transfer books of the Depositary or any register for Shares or other Deposited Securities are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company Issuer at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or any securities exchange on which such Receipts or Shares are listed or under any provision of this Deposit Agreement, or for any other reason, subject to the provisions of Section 7.7 hereof. Notwithstanding any other provision of this Deposit Agreement or the Receipts, the surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended only for suspended, except as permitted in General Instruction IA(i) and in Form F-6 (as such instruction may be amended from time to time) under the Securities Act in connection with respect to (i) temporary delays caused by closing the transfer books of the Depositary or the Company Issuer or the deposit of 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 or (iv) any other reason that may at any time be specified in paragraph I(A)(1) of the General Instructions to Form F-6 under the Securities Act, as such instructions may from time to time be in effect, or any successor provision thereto. In furtherance and not in limitation of the foregoing, the Depositary shall not, and it shall instruct the Custodian not to (i) accept for deposit under Section 2.02 hereof, Shares in such circumstances where the Depositary, the Custodian or the Company has reason to believe that such Shares have been withdrawn from a restricted depositary receipt facility in respect to Shares established or maintained by a depositary bank, including any such facility established or maintained by the Depositary (a "restricted facility") or permit such Shares to be used to satisfy any person's obligation with respect to transactions contemplated by Section 2.10 hereof unless such Shares have been acquired in a transaction (a) registered under the Securities Act, (b) in compliance with Regulation S, or (c) in accordance with Rule 144A under the Securities Act and the Depositary may, as a condition to accepting the deposit of such Shares hereunder, require the person depositing such Shares to provide the Depositary with a certificate in writing to the foregoing effect; or (ii) accept for (w) deposit under Section 2.02 hereof, (x) transfer or exchange under Section 2.04 hereof, (y) cancellation under Section 2.05 hereof or (z) delivery in satisfaction of any person's obligation with respect to transactions contemplated by Section 2.10 hereof, depositary receipts representing Shares issued pursuant to a restricted facilitySecurities. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities which are required to be registered under the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act is in effect as to such Shares or other Deposited Securities or Shares, or, to the extent the Depository has received instructions with respect thereto from the Issuer any Shares or Deposited Securities the deposit of which would violate any provision of the Company's Memorandum and Articles of AssociationAssociation of the Issuer.

Limitations on Execution and Delivery. Registration of ------------------------------------------------------ Transfer and Surrender ------------------------------------------------------------- of Receipts. As a condition precedent to the execution ---------------------------------- and delivery, ----------- registration of transfer, split-up, combination or surrender of any Receipt, the delivery of any distribution thereon, or withdrawal of any Deposited Securities, the Company, Depositary, the Company, the Custodian and the Foreign Registrar, if applicable, or Registrar may require payment from the depositor of Shares or the presenter of the Receipt of a sum sufficient to pay reimburse it for (i) any tax or other governmental charge and any stock transfer or registration fees in fee with respect thereto (including any such tax, charge or fee with respect to Shares being deposited or withdrawn) and payment of Receipts, (ii) any tax or other governmental charge and any stock transfer or registration fees in respect of registration of transfers of Shares or other Deposited Securities upon any applicable register (iii) any other expenses, taxes, duties and charges payable by the Depositary, Agent or Custodian and (iv) any fees of the Depositary as provided in Section 5.09 hereof and Exhibit B hereto; (b) 5.09, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.01 hereof; (c) may also require compliance with the provisions of the Company's Memorandum and Articles of Association in effect from time to time and resolutions and regulations of the Company's Board of Directors adopted pursuant to such Memorandum and Articles of Association and (d) compliance with (i) any laws or governmental regulations relating to Receipts or American Depositary Shares or to the withdrawal of Deposited Securities and (ii) such reasonable regulations, if any, as regulations the Depositary and Company may establish consistent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.06. After consultation with the Company, the The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of outstanding Receipts, Receipts or the combination or split-up of Receipts, Receipts generally may be suspended, during any period when the transfer books of the Depositary or any register for Shares or other Deposited Securities are closed, or if any such action is deemed necessary or advisable by the Depositary 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, or for any other reason, subject to the provisions of the following sentence. Notwithstanding any other provision of this Deposit Agreement or the Receipts, the surrender of outstanding Receipts and withdrawal of Deposited Securities may be suspended only for (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares 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 Receipts or to the withdrawal of the Deposited Securities Securities, or (iv) any other reason that may at any time be specified in paragraph I(A)(1I(A) (1) of the General Instructions to Form F-6 under the Securities ActF-6, as such instructions may from time to time be in effect, or any successor provision thereto. In furtherance and not in limitation of the foregoing, the Depositary shall not, and it shall instruct the Custodian not to (i) accept for deposit under Section 2.02 hereof, Shares in such circumstances where the Depositary, the Custodian or the Company has reason to believe that such Shares have been withdrawn from a restricted depositary receipt facility in respect to Shares established or maintained by a depositary bank, including any such facility established or maintained by the Depositary (a "restricted facility") or permit such Shares to be used to satisfy any person's obligation with respect to transactions contemplated by Section 2.10 hereof unless such Shares have been acquired in a transaction (a) registered under the Securities Act, (b) in compliance with Regulation S, or (c) in accordance with Rule 144A under the Securities Act and the Depositary may, as a condition to accepting the deposit of such Shares hereunder, require the person depositing such Shares to provide the Depositary with a certificate in writing to the foregoing effect; or (ii) accept for (w) deposit under Section 2.02 hereof, (x) transfer or exchange under Section 2.04 hereof, (y) cancellation under Section 2.05 hereof or (z) delivery in satisfaction of any person's obligation with respect to transactions contemplated by Section 2.10 hereof, depositary receipts representing Shares issued pursuant to a restricted facility. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities which are required to be registered under the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act is in effect as to such Shares or other Deposited Securities or Shares. The Depositary will comply with written instructions of the Company that the Depositary shall not accept for deposit hereunder any Shares or Deposited Securities the deposit of which would violate 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 Memorandum and Articles of Associationcompliance with the securities laws in the United States.

Limitations on Execution and Delivery. Registration of ------------------------------------------------------ Transfer and Surrender ------------------------------------------------------------- of Receipts. As a condition precedent to the execution ---------------------------------- and delivery, ----------- registration of transfer, split-up, combination or surrender of any Receipt, the delivery of any distribution thereon, Receipt or withdrawal of any Deposited Securities, the Depositary, the Company, the Custodian and the Foreign Registrar, if applicable, or Registrar may require payment from the depositor of Shares or the presenter of the Receipt of a sum sufficient to pay reimburse it for (i) any tax or other governmental charge and any stock transfer or registration fees in fee with respect of Receipts, thereto (ii) including any such tax or other governmental charge and any stock transfer fee with respect to Shares being deposited or registration fees in respect withdrawn) and payment of registration of transfers of Shares or other Deposited Securities upon any applicable register (iii) any other expensesfees as herein provided, taxes, duties and charges payable by the Depositary, Agent or Custodian and (iv) any fees of the Depositary as provided in Section 5.09 hereof and Exhibit B hereto; (b) may require the production of proof satisfactory to it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.01 hereof; (c) may also require compliance with the provisions of the Company's Memorandum and Articles of Association in effect from time to time and resolutions and regulations of the Company's Board of Directors adopted pursuant to such Memorandum and Articles of Association and (d) compliance with (i) any laws or governmental regulations relating to Receipts or American Depositary Shares or to the withdrawal of Deposited Securities and (ii) such reasonable regulations, if any, as requirements the Depositary and Company may establish impose consistent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.06. After consultation with the Company, the The delivery of Receipts against deposits deposit of Shares generally or against deposits deposit of particular Shares may be suspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of outstanding Receipts, or the combination or split-up of Receipts, Receipts generally may be suspended, during any period when the transfer books of the Depositary or any register for Shares or other Deposited Securities are closed, or if any such action is deemed necessary or advisable by the Depositary 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, or for any other reason, subject to the provisions of the following sentence. Notwithstanding any other provision of anything to the contrary in this Deposit Agreement or the ReceiptsAgreement, the surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended subject only for to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of 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 or (iv) any other reason that may at any time be specified in paragraph I(A)(1) of the General Instructions to Form F-6 under the Securities Act, as such instructions may from time to time be in effect, or any successor provision thereto. In furtherance and not in limitation of the foregoing, the Depositary shall not, and it shall instruct the Custodian not to (i) accept for deposit under Section 2.02 hereof, Shares in such circumstances where the Depositary, the Custodian or the Company has reason to believe that such Shares have been withdrawn from a restricted depositary receipt facility in respect to Shares established or maintained by a depositary bank, including any such facility established or maintained by the Depositary (a "restricted facility") or permit such Shares to be used to satisfy any person's obligation with respect to transactions contemplated by Section 2.10 hereof unless such Shares have been acquired in a transaction (a) registered under the Securities Act, (b) in compliance with Regulation S, or (c) in accordance with Rule 144A under the Securities Act and the Depositary may, as a condition to accepting the deposit of such Shares hereunder, require the person depositing such Shares to provide the Depositary with a certificate in writing to the foregoing effect; or (ii) accept for (w) deposit under Section 2.02 hereof, (x) transfer or exchange under Section 2.04 hereof, (y) cancellation under Section 2.05 hereof or (z) delivery in satisfaction of any person's obligation with respect to transactions contemplated by Section 2.10 hereof, depositary receipts representing Shares issued pursuant to a restricted facilitySecurities. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities which are required to be registered under the provisions of the Securities Act of 1933, unless a registration statement under the Securities Act is in effect as to such Shares or other Deposited Securities or any Shares or Deposited Securities the deposit of which would violate the Company's Memorandum and Articles of AssociationShares.

Limitations on Execution and Delivery. Registration of ------------------------------------------------------ Transfer and Surrender ------------------------------------------------------------- of Receipts. ------------ As a condition precedent to the execution ---------------------------------- and delivery, registration of transfer, split-up, combination or surrender of any Receipt, the delivery of any distribution thereon, Receipt or withdrawal of any Deposited Securities, the Depositary, the Company, the Custodian and the Foreign Registrar, if applicable, or Registrar may require payment from the depositor of Shares or the presenter of the Receipt of a sum sufficient to pay reimburse it for (i) any tax or other governmental charge and any stock transfer or registration fees in fee with respect of Receipts, thereto (ii) including any such tax or other governmental charge and any stock transfer fee with respect to Shares being deposited or registration fees in respect withdrawn) and payment of registration of transfers of Shares or other Deposited Securities upon any applicable register (iii) any other expensesfees as herein provided, taxes, duties and charges payable by the Depositary, Agent or Custodian and (iv) any fees of the Depositary as provided in Section 5.09 hereof and Exhibit B hereto; (b) may require the production of proof satisfactory to it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.01 hereof; (c) may also require compliance with the provisions of the Company's Memorandum and Articles of Association in effect from time to time and resolutions and any regulations of the Company's Board of Directors adopted pursuant to such Memorandum and Articles of Association and (d) compliance with (i) any laws or governmental regulations relating to Receipts or American Depositary Shares or to the withdrawal of Deposited Securities and (ii) such reasonable regulations, if any, as the Depositary and Company may establish consistent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.6. After consultation with the Company, the The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of outstanding Receipts, or the combination or split-up of Receipts, Receipts generally may be suspended, during any period when the transfer books of the Depositary or any register for Shares or other Deposited Securities are closed, or if any such action is deemed necessary or advisable by the Depositary 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 Memorandum and Articles of Association of the Company or for any other reason, subject to the provisions of Section 7.7 hereof. Notwithstanding any other provision of this Deposit Agreement Agreement, the Memorandum and Articles of Association of the Company or the Receipts, the surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended subject only for to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of 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 or (iv) any other reason that may at any time be specified in paragraph I(A)(1) of the General Instructions to Form F-6 under the Securities Act, as such instructions may from time to time be in effect, or any successor provision thereto. In furtherance and not in limitation of the foregoing, the Depositary shall not, and it shall instruct the Custodian not to (i) accept for deposit under Section 2.02 hereof, Shares in such circumstances where the Depositary, the Custodian or the Company has reason to believe that such Shares have been withdrawn from a restricted depositary receipt facility in respect to Shares established or maintained by a depositary bank, including any such facility established or maintained by the Depositary (a "restricted facility") or permit such Shares to be used to satisfy any person's obligation with respect to transactions contemplated by Section 2.10 hereof unless such Shares have been acquired in a transaction (a) registered under the Securities Act, (b) in compliance with Regulation S, or (c) in accordance with Rule 144A under the Securities Act and the Depositary may, as a condition to accepting the deposit of such Shares hereunder, require the person depositing such Shares to provide the Depositary with a certificate in writing to the foregoing effect; or (ii) accept for (w) deposit under Section 2.02 hereof, (x) transfer or exchange under Section 2.04 hereof, (y) cancellation under Section 2.05 hereof or (z) delivery in satisfaction of any person's obligation with respect to transactions contemplated by Section 2.10 hereof, depositary receipts representing Shares issued pursuant to a restricted facilitySecurities. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities which are required to be registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares, which, if sold by the holder thereof in the United States (as defined in Regulation S), would be subject to the registration provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares or other Deposited Securities or such sale would be exempt from such provisions. The Depositary shall comply with written instructions of the Company not to accept for deposit hereunder any Shares or Deposited Securities the deposit of which would violate identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Company's Memorandum and Articles compliance with the securities laws of Associationthe United States.

Limitations on Execution and Delivery. Registration of ------------------------------------------------------ Transfer and Surrender of Receipts. As a condition precedent to the execution ---------------------------------- and delivery, registration of transfer, split-up, combination or surrender of any Receipt, the delivery of any distribution thereon, Receipt or withdrawal of any Deposited Securities, the Depositary, the Company, the Custodian and the Foreign Registrar, if applicable, or Registrar may require payment from the depositor of Shares or the presenter of the Receipt of a sum sufficient to pay reimburse it for (i) any tax or other governmental charge and any stock transfer or registration fees in fee with respect of Receipts, thereto (ii) including any such tax or other governmental charge and any stock transfer fee with respect to Shares being deposited or registration fees in respect withdrawn) and payment of registration of transfers of Shares or other Deposited Securities upon any applicable register (iii) any other expensesfees as herein provided, taxes, duties and charges payable by the Depositary, Agent or Custodian and (iv) any fees of the Depositary as provided in Section 5.09 hereof and Exhibit B hereto; (b) may require the production of proof satisfactory to it as to the identity and genuineness of any signature and as to any other matter contemplated by Section 3.01 hereof; (c) may also require compliance with the provisions of the Company's Memorandum and Articles of Association in effect from time to time and resolutions and any regulations of the Company's Board of Directors adopted pursuant to such Memorandum and Articles of Association and (d) compliance with (i) any laws or governmental regulations relating to Receipts or American Depositary Shares or to the withdrawal of Deposited Securities and (ii) such reasonable regulations, if any, as the Depositary and Company may establish consistent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.06. After consultation with the Company, the The delivery of Receipts against deposits deposit of Shares generally or against deposits deposit of particular Shares may be suspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of outstanding Receipts, or the combination or split-up of Receipts, Receipts generally may be suspended, during any period when the transfer books of the Depositary or any register for Shares or other Deposited Securities are closed, or if any such action is deemed necessary or advisable by the Depositary 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, or for any other reason, subject to the provisions of the following sentence. Notwithstanding any other provision of anything to the contrary in this Deposit Agreement or the ReceiptsAgreement, the surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended subject only for to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of 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 or (iv) any other reason that may at any time be specified in paragraph I(A)(1) of the General Instructions to Form F-6 under the Securities Act, as such instructions may from time to time be in effect, or any successor provision thereto. In furtherance and not in limitation of the foregoing, the Depositary shall not, and it shall instruct the Custodian not to (i) accept for deposit under Section 2.02 hereof, Shares in such circumstances where the Depositary, the Custodian or the Company has reason to believe that such Shares have been withdrawn from a restricted depositary receipt facility in respect to Shares established or maintained by a depositary bank, including any such facility established or maintained by the Depositary (a "restricted facility") or permit such Shares to be used to satisfy any person's obligation with respect to transactions contemplated by Section 2.10 hereof unless such Shares have been acquired in a transaction (a) registered under the Securities Act, (b) in compliance with Regulation S, or (c) in accordance with Rule 144A under the Securities Act and the Depositary may, as a condition to accepting the deposit of such Shares hereunder, require the person depositing such Shares to provide the Depositary with a certificate in writing to the foregoing effect; or (ii) accept for (w) deposit under Section 2.02 hereof, (x) transfer or exchange under Section 2.04 hereof, (y) cancellation under Section 2.05 hereof or (z) delivery in satisfaction of any person's obligation with respect to transactions contemplated by Section 2.10 hereof, depositary receipts representing Shares issued pursuant to a restricted facilitySecurities. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares or other Deposited Securities which are would be required to be registered under the provisions of the Securities Act of 1933 for the public offer and sale thereof in the United States unless a registration statement under the Securities Act is in effect as to such Shares or other Deposited Securities or any Shares or Deposited Securities the deposit of which would violate the Company's Memorandum for such offer and Articles of Associationsale.