Payment of Taxes or Other Governmental Charges. If any tax or other governmental charge or fee shall become payable by or on behalf of the Depositary with respect to (i) any Receipt, (ii) the Depositary Shares evidenced by such Receipt, (iii) the Stock (or fractional interest therein) or other property represented by such Depositary Shares, or (iv) any transaction referred to in Section 4.6, such tax (including transfer, issuance or acquisition taxes, if any) or governmental charge or fee shall be payable by the holder of such Receipt, who shall pay the amount thereof to the Depositary. Until such payment is made, registration or transfer of any Receipt or any split-up or combination thereof or any withdrawal of the Stock or money or other property, if any, represented by the Depositary Shares evidenced by such Receipt or Receipts delivered for surrender or the exercise of any conversion right referred to in Section 2.10 may be refused, any dividend or other distribution may be withheld and any part or all of the Stock or other property represented by the Depositary Shares evidenced by such Receipt may be sold for the account of the holder thereof (after attempting by reasonable means to notify such holder prior to such sale). Any dividend or other distribution so withheld and the proceeds of any such sale may be applied to any payment of such tax or other governmental charge or fee, the holder of such Receipt remaining liable for any deficiency.
Appears in 15 contracts
Samples: Deposit Agreement (Allos Therapeutics Inc), Deposit Agreement (Maxim Pharmaceuticals Inc), Deposit Agreement (Cell Genesys Inc)
Payment of Taxes or Other Governmental Charges. If any tax or other governmental charge or fee shall become payable by or on behalf of the Depositary with respect to (i) any this Receipt, (ii) the Depositary Shares evidenced by such this Receipt, (iii) the Stock (or fractional interest therein) or other property represented by such Depositary Shares, or (iv) any transaction referred to in Section 4.64.6 of the Deposit Agreement, such tax (including transfer, issuance or acquisition taxes, if any) or governmental charge or fee shall be payable by the holder of such this Receipt, who shall pay the amount thereof to the Depositary. Until such payment is made, registration or transfer of any this Receipt or any split-up or combination thereof of this Receipt or any withdrawal of the Stock or money or other property, if any, represented by the Depositary Shares evidenced by such this Receipt or Receipts delivered for upon its surrender or the exercise of any applicable conversion right referred to in Section 2.10 may be refused, any dividend or other distribution may be withheld and any part or all of the Stock or other property represented by the Depositary Shares evidenced by such this Receipt may be sold for the account of the holder thereof hereof (after attempting by reasonable means to notify such holder prior to such sale). Any dividend or other distribution so withheld and the proceeds of any such sale may be applied to any payment of such tax or other governmental charge or fee, the holder of such this Receipt remaining liable for any deficiency.
Appears in 15 contracts
Samples: Deposit Agreement (Sirna Therapeutics Inc), Deposit Agreement (Allos Therapeutics Inc), Deposit Agreement (Allos Therapeutics Inc)