Common use of Limitations on Clause in Contracts

Limitations on. EXECUTION AND DELIVERY, TRANSFER, 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respect thereto (including any such tax or charge or fee with respect to the Stock being deposited or the Stock being withdrawn or with respect to property of the Company being issued upon redemption or conversion); (ii) production of proof satisfactory to it as to the identity and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 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 stockholders of 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) with the approval of the Company, for any other reason. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any shares of Stock that are required to be registered under the Securities Act unless a registration statement under the Securities Act is in effect as to such shares of Stock.

Appears in 2 contracts

Samples: Deposit Agreement (Cell Genesys Inc), Deposit Agreement (Napster Inc)

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Limitations on. EXECUTION AND DELIVERY, TRANSFER, SPLIT-UP, COMBINATION COMBINATION, SURRENDER AND SURRENDER EXCHANGE OF RECEIPTS AND WITHDRAWAL OR DEPOSIT OF STOCK. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or surrender exchange of any Receipt, the delivery of any distribution thereon or the 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 '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 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 the Common Stock or other securities or property of the Company being issued upon redemption conversion or conversionredemption); (iib) production of proof satisfactory to it as to the identity and genuineness of any signature; and (iiic) 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, the delivery of Receipts against Stock or the registration of transfer, split-up, combination combination, surrender or surrender 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 (ia) during any period when the register of stockholders shareholders of the Company is closed, (iib) 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 (iiic) with the approval of the Company, for any other reason. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any shares of Stock that are required to be registered under the Securities Act unless a registration statement under the Securities Act is in effect as to such shares of Stock.

Appears in 2 contracts

Samples: Deposit Agreement (Unionbancal Finance Trust Iv), Deposit Agreement (Americredit Capital Trust I)

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Limitations on. EXECUTION AND DELIVERY, TRANSFER, SPLIT-UP, COMBINATION COMBINATION, SURRENDER AND SURRENDER EXCHANGE OF RECEIPTS AND WITHDRAWAL OR DEPOSIT OF STOCK. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, surrender or surrender exchange of any Receipt, the delivery of any distribution thereon or the 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 '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 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 the Common Stock or other securities or property of the Company being issued upon redemption conversion or conversionredemption); (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, the delivery of Receipts against Stock or the registration of transfer, split-up, combination combination, surrender or surrender 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 stockholders of 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) with the approval of the Company, for any other reason. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any shares of Stock that are required to be registered under the Securities Act unless a registration statement under the Securities Act is in effect as to such shares of Stock.

Appears in 1 contract

Samples: Deposit Agreement (Efm Programming Inc)

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