Common use of Limitations on Execution and Delivery Clause in Contracts

Limitations on Execution and Delivery. Transfer, Split-up, Combination, Surrender and Exchange of Receipts. As a condition precedent to the execution and delivery, transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, the Depositary's Agent 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 earlier governmental charge with respect thereto (including any such tax or charge with respect to the Preferred Stock being deposited or withdrawn or with respect to [the Series A Stock or] other securities or property of the Company being issued upon [conversion or] redemption); (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature; and (iii) compliance with such regulations, if any, as the Depositary or the Company may establish not inconsistent with the provisions of the Deposit Agreement. The deposit of Preferred Stock may be refused, the delivery of Receipts against Preferred Stock may be suspended, the transfer of Receipts may be refused, and the transfer, split-up, combination, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of holders of Receipts is closed, (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, or (iii) except for the transfer of Receipts, with the approval of the Company, for any other reason. Section 2.8.

Limitations on Execution and Delivery. Transfer, Split-up, Combination, Surrender ---------------------------------------------------------- and Exchange of Receipts. As a condition precedent to the execution and ------------------------ delivery, transfer, split-up, combination, surrender (upon redemption, liquidation, dissolution or winding up of the affairs of the Company, conversion of or change in Cumulative Preferred Stock, withdrawal of Cumulative Preferred Stock or otherwise) or exchange of any Receipt, the DepositaryCompany, the Depositary or any of the Depositary's Agent or the Company Agents, may require any or all of the following: (ia) payment to it of a sum sufficient for the payment (or, or in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any tax amount payable by the holder of a Depositary Shares pursuant to Section 4.07, (b) a written instrument or earlier governmental charge with respect thereto (including any such tax or charge with respect instruments of transfer, in form satisfactory to the Preferred Stock being deposited Company and the Depositary, duly executed by the record holder or withdrawn or with respect to [the Series A Stock or] other securities or property of the Company being issued upon [conversion or] redemption); by its attorney duly authorized in writing, (iic) the production of proof satisfactory to it the Company and the Depositary as to the identity and genuineness of any signature; signature and (iiid) compliance with such regulations, if any, as the Depositary or Depositary, with the Company Company's consent, may establish not inconsistent consistent with the provisions of the this Deposit Agreement. The deposit transfer of Preferred Stock Depositary Shares may be refused, or the delivery of Receipts against Preferred Stock may be suspendeddelivery, the transfer of Receipts may be refused, and the transfer, split-up, combination, surrender or exchange of outstanding Receipts may be suspended (ia) during any period when the register of holders shareholders of Receipts the Company is closed, or (iib) 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 requirements of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement, or (iii) except for the transfer of ReceiptsAgreement or, with the approval concurrence of the CompanyCompany and the Depositary, for any other reason. Section 2.8.

Limitations on Execution and Delivery. Transfer, Split-up, Combination, Surrender and Exchange of Receipts. As a condition precedent to the execution and delivery, transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary's Agent ’s Agents 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 earlier other governmental charge and stock transfer or registration fee with respect thereto (including any such tax or charge with respect to the Preferred Stock being deposited or withdrawn or with respect to [the Series A Stock or] other securities or property of the Company being issued upon [conversion or] redemption); withdrawn) and (ii) the production of proof evidence satisfactory to it as to the identity and genuineness of any signature; 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 be required by the Depositary, and (iii) compliance with such regulationsadditional requirements, if any, as the Depositary or the Company may reasonably establish not inconsistent consistent with the provisions of the this Deposit AgreementAgreement and/or applicable law. The deposit of Preferred Stock may be refused, the delivery of Receipts against Preferred Stock may be suspended, the transfer of Receipts may be refused, and the transfer, split-up, combination, surrender surrender, exchange or exchange redemption of outstanding Receipts may be suspended (i) during any period when the register of holders stockholders of Receipts the Company or the Depositary Office is closed, closed or (ii) if any such action is deemed reasonably 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 other provision of this Deposit Agreement, or (iii) except for the transfer of Receipts, with the approval of the Company, for any other reason. Section 2.8.

Limitations on Execution and Delivery. Transfer, Split-up, Combination, Combination and Surrender of Receipts and Exchange Withdrawal or Deposit of ReceiptsStock. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, or surrender or exchange of any Receipt, the Depositarydelivery 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's Agent , 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 earlier other governmental charge or fee with respect thereto (including any such tax or charge or fee with respect to the Preferred Stock being deposited or the Stock being withdrawn or with respect to [the Series A Stock or] other securities or property of the Company being issued upon [conversion or] redemptionredemption or conversion); (ii) the 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 the this Deposit Agreement. The deposit of Preferred Stock may be refused, or the delivery registration of Receipts against Preferred Stock may be suspended, the transfer of Receipts may be refused, and the transfer, split-up, combination, combination or surrender or exchange of outstanding Receipts and the withdrawal of deposited Stock or the exercise of any conversion right referred to in Section 2.10 may be suspended (i) during any period when the register of holders stockholders of Receipts the Company is closed, (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, or (iii) except for the transfer of Receipts, with the approval of the Company, for any other reason. Section 2.8Without 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.

Limitations on Execution and Delivery. Transfer, Split-up, . Combination, Surrender Surrender, and Exchange of Depositary Receipts. As a condition precedent to the execution and delivery, transfer, split-up, combination, surrender surrender, or exchange of any ReceiptDepositary Receipt (each, an "Issue Event"), the Depositary, any of the Depositary's Agent Agents, 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 if the Depositary or the Company shall have has made such the payment, the reimbursement to it) of any tax or earlier other governmental charge with respect thereto on an Issue Event (including any such tax or charge with respect to the Class __ Preferred Stock being deposited or withdrawn or with respect to [the Series A Stock or] other securities or property of the Company being issued upon [conversion or] redemptionwithdrawn); (ii) the production of proof satisfactory to it as to of the identity and genuineness of any signature (or the authority of any signature); and (iii) compliance with such regulations, if any, as regulations the Depositary or the Company may establish not inconsistent consistent with the provisions of this Agreement that are required by any securities exchange upon which the Deposit AgreementClass __ Preferred Stock, the Depositary Shares, or the Depositary Receipts may be included for quotation or listed. The deposit of Class __ Preferred Stock may be refused, the delivery of Depositary Receipts against Preferred Stock may be suspended, the transfer of Depositary Receipts may be refused, and the transfer, split-up, combination, surrender any Issue Event or exchange redemption of outstanding Depositary Receipts may be suspended (i) during any period when the register of holders stockholders of Receipts the Company is closed, closed or (ii) if any such the action is deemed reasonably necessary or advisable by the Depositary, any of the Depositary's Agents Agents, or the Company 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) except for the transfer of Receipts, with the approval of the Company, for any other reason. Section 2.8.

Limitations on Execution and Delivery. Transfer, Split-up, Combination, Surrender and Exchange of ReceiptsReceipts and Withdrawal or Deposit of Stock. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, the Depositarydelivery of any distribution thereon or the withdrawal or deposit of Stock, the Depositary, any of the Depositary's Agent Agents 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 earlier other governmental charge with respect thereto (including any such tax or charge with respect to the Preferred Stock being deposited or withdrawn or with respect to [the Series A Common Stock or] or other securities or property of the Company being issued upon [conversion or] or redemption); (ii) the 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 the this Deposit Agreement. The deposit of Preferred Stock may be refused, the delivery of Receipts against Preferred Stock may be suspended, or the transfer registration of Receipts may be refused, and the transfer, split-up, combination, surrender or exchange of outstanding Receipts and the withdrawal of deposited Stock may be suspended (i) during any period when the register of holders stockholders of Receipts the Company is closed, (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, or (iii) except for the transfer of Receipts, with the approval of the Company, for any other reason. Section 2.8Without 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.

Limitations on Execution and Delivery. Transfer, Split-up, Combination, Surrender and Exchange of Receipts. As a condition precedent to the execution and delivery, transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary's Agent Agents 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 earlier other governmental charge with respect thereto (including any such tax or charge with respect to the Preferred Stock Shares being deposited or withdrawn or with respect to [the Series A Stock or] other securities or property of the Company being issued upon [conversion or] redemptionwithdrawn); (ii) the production of proof satisfactory to it as to the identity and genuineness of any signature (or the authority of any signature), including a Signature Guarantee; and (iii) compliance with such regulations, if any, as the Depositary or the Company may establish not inconsistent consistent with the provisions of this Deposit Agreement as may be required by any securities exchange upon which the Deposit Agreementdeposited Preferred Shares, the Depositary Shares or the Receipts may be included for quotation or listed. The deposit of Preferred Stock Shares may be refused, the delivery of Receipts against Preferred Stock Shares may be suspended, the transfer of Receipts may be refused, and the transfer, split-up, combination, surrender surrender, exchange or exchange redemption of outstanding Receipts may be suspended (i) during any period when the register of holders shareholders of Receipts the Company is closed, closed or (ii) if any such action is deemed reasonably 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 applicable law or of any government or governmental body or commission, or under any provision of this Deposit Agreement; provided, or (iii) except for however, that the transfer of Receipts, with Depositary and the approval of Depositary's Agents shall first notify the Company, for any other reason. Section 2.8Company prior to making such determination.

Limitations on Execution and Delivery. Transfer, Split-up, Combination, Combination and Surrender of Receipts and Exchange Withdrawal or Deposit of ReceiptsStock. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, or surrender or exchange of any Receipt, the Depositarydelivery of any distribution thereon or deposit of Stock, the Depositary, any of the Depositary's Agent Agents 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 earlier other governmental charge with respect thereto (including any such tax or charge with respect to the Preferred Stock being deposited or withdrawn or with respect to [the Series A Stock or] other securities or property of the Company being issued upon [conversion or] redemption); (ii) the 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 the this Deposit Agreement. The deposit of Preferred Stock may be refused, or the delivery registration of Receipts against Preferred Stock may be suspended, the transfer of Receipts may be refused, and the transfer, split-up, combination, combination or surrender or exchange of outstanding Receipts and the withdrawal of deposited Stock may be suspended (i) during any period when the register of holders stockholders of Receipts the Company is closed, (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, or (iii) except for the transfer of Receipts, with the approval of the Company, for any other reason. Section 2.8Without 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.

Limitations on Execution and Delivery. Transfer, Split-up, Combination, ------------------------------------------------ Surrender and Exchange of Receipts. As a condition precedent to the execution ---------------------------------- and delivery, registration of transfer, split-up, combination, surrender surrender, exchange or exchange redemption of any Receipt, the Depositarywithdrawal of any Stock underlying the Depositary Shares or the exercise of any conversion rights, the Depositary, any of the Depositary's Agent Agents 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 charges or earlier governmental charge with respect thereto (including any such tax or charge with respect expenses payable by the holder of a Receipt pursuant to the Preferred Stock being deposited or withdrawn or with respect to [the Series A Stock or] other securities or property of the Company being issued upon [conversion or] redemption); (ii) Section 5.07, may require the production of proof evidence satisfactory to it as to the identity and genuineness of any signature; signature and (iii) may also require compliance with such regulations, if any, as the Depositary or the Company may establish not inconsistent consistent with the provisions of the this Deposit Agreement. The deposit exercise of Preferred any conversion rights or the withdrawal of any Stock underlying the Depositary Shares may be refusedsuspended, the delivery of Receipts against Preferred Stock may be suspended, the registration of transfer of Receipts may be refused, refused and the registration of transfer, split-upsurrender, combination, surrender exchange or exchange redemption of outstanding Receipts may be suspended (i) during any period when the register of holders stockholders of Receipts the Company is closed, closed 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, commission or under any provision of this Deposit Agreement, or (iii) except for the transfer of Receipts, with the approval of the Company, for any other reason. Section 2.8.

Limitations on Execution and Delivery. Transfer, Split-up, Combination, Surrender and or Exchange of Receipts. As a condition precedent to the execution and delivery, transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary's Agent ’s Agents or the Company may require any or all of the following: (ia) 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 earlier other governmental charge with respect thereto (including any such tax or charge with respect to the Preferred Stock Shares being deposited or withdrawn or with respect withdrawn) and any other fees and expenses payable pursuant to [the Series A Stock or] other securities or property of the Company being issued upon [conversion or] redemption)Sections 3.02 and 5.08; (iib) the production of proof evidence satisfactory to it as to the identity and genuineness of any signature (or the authority of any signature), including a Signature Guarantee; and (iiic) compliance with such regulations, if any, as the Depositary or the Company may establish not inconsistent consistent with the provisions of this Deposit Agreement or as may be required by any applicable law or securities exchange upon which the Deposit Agreementdeposited Preferred Shares, the Depositary Shares or the Receipts may be listed. The deposit of Preferred Stock Shares may be refused, the delivery of Receipts against Preferred Stock Shares may be suspended, the transfer of Receipts may be refused, and the transfer, split-up, combination, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of holders shareholders of Receipts the Company is closed, closed or (ii) if any such action is deemed reasonably 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 applicable law or of any government or governmental body or commission, or under any provision of this Deposit Agreement, or (iii) except for the transfer of Receipts, with the approval of the Company, for any other reason. Section 2.8.

Limitations on Execution and Delivery. Transfer, Split-up, Combination, ------------------------------------------------ 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, the Depositary, any of the Depositary's Agent Agents 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 charges or earlier governmental charge with respect thereto expenses payable by the holder of a Receipt pursuant to Section 5.07 (including any such tax or charge with respect evidence reasonably satisfactory to the Preferred Stock being deposited or withdrawn or with respect to [the Series A Stock or] other securities or property of the Company being issued upon [conversion or] redemptionthat such charges and expenses have been paid); , (ii) the production of proof evidence satisfactory to it as to the identity and genuineness of any signature; signature and (iii) compliance with such regulations, if any, as the Depositary or the Company may establish not inconsistent with the provisions of the this Deposit Agreement. The deposit of Preferred Stock may be refused, the delivery of Receipts against Preferred Stock may be suspended, the registration of transfer of Receipts may be refused, refused and the registration of transfer, split-up, combination, surrender or exchange of outstanding Receipts may be suspended (i) during any period when the register of holders stockholders of Receipts the Company is closed, closed 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, commission or under any provision of this the Deposit Agreement, or (iii) except for the transfer of Receipts, with the approval of the Company, for any other reason. Section 2.8Without limitation of the foregoing, the Depositary shall not accept for deposit under this Deposit Agreement any Stock as to which it has actual knowledge is required to be registered under the Securities Act, unless a registration statement under the Securities Act is in effect as to such Stock; provided, however, the Depositary -------- ------- shall have no affirmative duty to determine whether any Stock is required to be registered under the Securities Act or whether the effectiveness of any registration statement has been suspended.