Common use of Limitations on Execution and Delivery Clause in Contracts

Limitations on Execution and Delivery. 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 or withdrawal of any Deposited Securities, the Depositary, Custodian or Registrar may require payment from the depositor of Shares or the presenter of the Receipt of a sum sufficient to reimburse it for any tax, stamp duty or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.6. 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 generally may be suspended, during any period when the transfer books of the Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the 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 to (i) temporary delays caused by closing the transfer books of the Depositary or the 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. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares.

Limitations on Execution and Delivery. Transfer Transfer, ------------------------------------------------ Surrender and ---------------------------------------------------- Surrender Exchange of Receipts. --------------------- As a condition precedent to the execution ---------------------------------- and delivery, registration of transfer, split-up, combination surrender or surrender exchange of any Receipt or withdrawal of any Deposited SecuritiesReceipt, the Depositary, Custodian any of the Depositary's Agents or Registrar the Company may require (i) payment from the depositor of Shares or the presenter of the Receipt 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 reimburse it for any tax, stamp duty or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawnit) and payment of any applicable fees as herein providedcharges or expenses payable by the holder of a Receipt pursuant to Section 5.07 (or evidence reasonably satisfactory to the Company that such charges and expenses have been paid), may require (ii) the production of proof evidence satisfactory to it as to the identity and genuineness of any signature and may also require (iii) compliance with any regulations such regulations, if any, as the Depositary or the Company may establish consistent not inconsistent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.6. The deposit of Stock may be refused, the delivery of Receipts against deposits of Shares generally or against deposits of particular Shares Stock may be suspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of Receipts may be refused and the registration of transfer, surrender or exchange of outstanding Receipts generally may be suspended, suspended (i) during any period when the transfer books register of stockholders of the Depositary are closed, 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 Issuer 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 with the approval of the Company, 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 to (i) temporary delays caused by closing the transfer books of the Depositary or the 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. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares Stock as to which it has actual knowledge is required to be registered under the provisions of the Securities Act, unless a registration statement under the Securities Act is in effect as to such SharesStock; 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.

Limitations on Execution and Delivery. Transfer Transfer, ------------------------------------------------ Surrender and ---------------------------------------------------- Surrender Exchange of Receipts. --------------------- As a condition precedent to the execution ---------------------------------- and delivery, registration of transfer, split-up, combination combination, surrender, exchange or surrender redemption of any Receipt or Receipt, the withdrawal of any Deposited SecuritiesStock underlying the Depositary Shares or the exercise of any conversion rights, the Depositary, Custodian any of the Depositary's Agents or Registrar the Company may require payment from the depositor of Shares or the presenter of the Receipt 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 reimburse it for any tax, stamp duty or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawnit) and payment of any applicable fees as herein providedcharges or expenses payable by the holder of a Receipt pursuant to Section 5.07, may require the production of proof evidence satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations such regulations, if any, as the Depositary or the Company may establish consistent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.6. The delivery exercise of Receipts against deposits any conversion rights or the withdrawal of Shares generally or against deposits of particular any Stock underlying the Depositary Shares may be suspended, or the transfer delivery of Receipts in particular instances against Stock may be refusedsuspended, or the registration of transfer of Receipts may be refused and the registration of transfer, surrender, exchange or redemption of outstanding Receipts generally may be suspended, suspended (i) during any period when the transfer books register of stockholders of the Depositary are closed, 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 Issuer 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 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 to (i) temporary delays caused by closing the transfer books of the Depositary or the 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. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares.

Limitations on Execution and Delivery. Transfer Transfer, Split- ------------------------------------------------------ up, Combination, Surrender and ---------------------------------------------------- Surrender Exchange of ReceiptsReceipts and Withdrawal or Deposit of -------------------------------------------------------------------------------- Stock. --------------------- ----- As a condition precedent to the execution and delivery, registration of transfer, split-up, combination combination, surrender or surrender exchange of any Receipt or withdrawal Receipt, the delivery of any Deposited Securitiesdistribution thereon or the withdrawal or deposit of Stock, the Depositary, Custodian any of the Depositary's Agents or Registrar the Company may require payment from the depositor of Shares any or the presenter all of the Receipt following: (a) 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 reimburse it for it) of any tax, stamp duty tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares the Stock being deposited or withdrawnwithdrawn or with respect to the Common Stock or other securities or property of the Company being issued upon conversion or redemption); (b) and payment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature signature; and may also require (c) compliance with any regulations such reasonable regulations, if any, as the Depositary or the Company may establish consistent not inconsistent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.6. The 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 generally and the withdrawal of deposited Stock may be suspended, suspended (a) during any period when the transfer books register of stockholders of the Depositary are Company is closed, or (b) if any such action is deemed necessary or advisable by the Depositary Depositary, any of the Depositary's Agents or the Issuer 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 (c) with the approval of the Company, 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 to (i) temporary delays caused by closing the transfer books of the Depositary or the 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. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares shares of Stock that are required to be registered under the provisions of the Securities Act, Act unless a registration statement under the Securities Act is in effect as to such Sharesshares of Stock.

Limitations on Execution and Delivery. Transfer Transfer, Split-up. Combination, Surrender, and ---------------------------------------------------- Surrender Exchange of Depositary Receipts. --------------------- As a condition precedent to the execution and delivery, registration of transfer, split-up, combination combination, surrender, or surrender exchange of any Depositary Receipt or withdrawal of any Deposited Securities(each, an "Issue Event"), the Depositary, Custodian any of the Depositary's Agents, or Registrar the Company may require payment from the depositor of Shares any or the presenter all of the Receipt following: (i) payment to it of a sum sufficient for the payment (or, if the Depositary or the Company has made the payment, the reimbursement to reimburse it for it) of any tax, stamp duty tax or other governmental charge and any stock transfer or registration fee with respect thereto on an Issue Event (including any such tax or charge and fee with respect to Shares the Class __ Preferred Stock being deposited or withdrawn); (ii) and payment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to of the identity and genuineness of any signature (or the authority of any signature); and may also require (iii) compliance with any regulations the Depositary or the Company may establish consistent with the provisions of this Deposit AgreementAgreement that are required by any securities exchange upon which the Class __ Preferred Stock, includingthe Depositary Shares, without limitation, this Section 2.6or 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 deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of Depositary Receipts in particular instances may be refused, and any Issue Event or the registration of transfer redemption of outstanding Depositary Receipts generally may be suspended, suspended (i) during any period when the transfer books register of stockholders of the Depositary are closed, Company is closed or (ii) if any such the action is deemed reasonably necessary or advisable by the Depositary Depositary, any of the Depositary's Agents, or the Issuer 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 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 to (i) temporary delays caused by closing the transfer books of the Depositary or the 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. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares.

Limitations on Execution and Delivery. Transfer Registration of Transfer, Surrender and ---------------------------------------------------- Surrender Exchange of Receipts. --------------------- . (a) As a condition precedent to the execution and delivery, registration of transfer, split-up, combination combination, surrender or surrender exchange of any Receipt or withdrawal of any Deposited SecuritiesReceipt, the Depositary, any Subdepositary or the Custodian or Registrar may require payment from the depositor of Shares or the presenter of the Receipt of a sum sufficient to reimburse it for reimbursement of any tax, stamp duty tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares Stock being deposited or withdrawn) ), and payment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations such regulations, if any, as the Depositary may establish consistent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.6. . (b) The delivery of American Depositary, Receipts or of European Depositary Receipts against deposits of Shares Stock generally or against deposits of particular Shares Stock may be suspended, suspended or the registration of transfer or interchange of Receipts in particular instances may be refused, or the registration of transfer or interchange or surrender of outstanding Receipts generally generally, or of American Depositary Receipts or of European Depositary Receipts, may be suspended, suspended during any period when the register of shareholders of the Company is closed or, in the case of American Depositary Receipts, when the records of transfer books of the Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Issuer 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, 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 to (i) temporary delays caused by closing the transfer books of the Depositary or the 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. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares Stock which is required to be registered under the provisions Securities Act of the Securities Act, 1933 unless a registration statement under such Act is in effect as to such SharesStock. (c) Upon surrender of a Receipt or Receipts by a holder to the Depositary, then as a result of, and to the extent required by, the operation of applicable provisions of the Japanese Commercial Code or any other Japanese law, the Depositary will effect the delivery to such holder of only that portion of Stock (and any other Deposited Securities relating to such Stock) comprising a Unit or an integral multiple thereof (the "deliverable portion" of such Receipt or Receipts). For the purpose of the foregoing sentence, the deliverable portion shall be determined on the basis of the aggregate number of shares of Stock represented by the entire amount of the Depositary Shares evidenced by the Receipt or Receipts surrendered by the same holder at the same time. The Depositary will promptly advise such holder as to the amount of Stock and Deposited Securities, if any, represented by the non-deliverable portion of such Receipt or Receipts and shall deliver to such holder a new Receipt evidencing such non-deliverable portion. In addition, the Depositary shall notify such holder of the additional amount of Depositary Shares which such holder would be required to surrender in order for the Depositary to effect delivery of all the Stock and Deposited Securities represented by the Depositary Shares of such holder.