Payment of Taxes or Other Governmental Charges. If any tax or other governmental charge shall become payable by or on behalf of the Depositary with respect to any Receipt, the Depositary Shares evidenced by such Receipt, the Preferred Stock (or fractional interest therein) represented by such Depositary Shares or any transaction referred to in Section 4.6, such tax (including transfer, issuance or acquisition taxes, if any) or governmental charge shall be payable by the holder of such Receipt. Until such payment is made, transfer, redemption, conversion, or exchange of any Receipt or any withdrawal of the Preferred Stock or money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused, any dividend or other distribution with respect to such Receipt or the Preferred Stock represented by the Depositary Shares evidenced by such receipt may be withheld and any part or all of the Preferred 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, the holder of such Receipt remaining liable for any deficiency. The Depositary shall act as the withholding agent for any payments, distributions, and exchanges made with respect to the Depositary Shares and Receipts, and the Preferred Stock[, Series A Stock] or other securities or assets represented thereby (collectively, the "Securities"). The Depositary shall be responsible with respect to the Securities for the timely (i) collection and deposit of any required withholding or backup withholding tax, and (ii) filing of any information returns or other documents with federal (and other applicable) taxing authorities. In the event the Depositary is required to pay any such amounts, the Company shall reimburse the Depositary for payment thereof upon the request of the Depositary and the Depositary shall, upon the Company's request and as instructed by the Company, pursue its rights against such holder at the Company's expense.
Appears in 3 contracts
Samples: Deposit Agreement (Tele Communications Inc /Co/), Deposit Agreement (Tele Communications Inc /Co/), Deposit Agreement (Tele Communications Inc /Co/)
Payment of Taxes or Other Governmental Charges. If any tax or other governmental charge shall become payable by or on behalf of the Depositary with respect to any Receipt, the Adjustable Rate Depositary Shares evidenced by such Receipt, the Preferred Stock (or fractional interest therein) represented by such Adjustable Rate Depositary Shares or any transaction referred to in Section 4.64.06, such tax (including transfer, issuance or acquisition taxes, if any) or governmental charge shall be payable by the holder of such Receipt. Until such payment is made, transfer, redemption, conversion, or exchange transfer of any Receipt or any withdrawal of the Preferred Stock or money or other property, if any, represented by the Adjustable Rate Depositary Shares evidenced by such Receipt may be refused, any dividend or other distribution with respect to such Receipt or the Preferred Stock represented by the Depositary Shares evidenced by such receipt may be withheld and any part or all of the Preferred Stock or other property represented by the Adjustable Rate 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, the holder of such Receipt remaining liable for any deficiency. The Unless the Company determines otherwise, the Depositary shall act as the withholding agent for any payments, distributions, distributions and exchanges made with respect to the Adjustable Rate Depositary Shares and Receipts, and the Preferred Stock[, Series A Stock] or other securities or assets Stock represented thereby (collectively, the "Securities"). The Depositary shall be responsible with respect to the Securities for the timely (i) collection and deposit of any required withholding or backup withholding tax, and (ii) filing of any information returns or other documents with federal (and other applicable) taxing authorities. In the event the Depositary is required to pay any such amounts, the Company shall reimburse the Depositary for payment thereof upon the request of the Depositary and the Depositary shall, upon the Company's request and as instructed by the Company, pursue its rights against such holder at the Company's expense.
Appears in 2 contracts
Samples: Deposit Agreement (El Paso Natural Gas Co), Agreement and Plan of Merger (El Paso Natural Gas Co)
Payment of Taxes or Other Governmental Charges. If any tax or other governmental charge shall become payable by or on behalf of the Depositary with respect to any Receipt, the Depositary Shares evidenced by such Receipt, the Preferred Stock (or fractional interest therein) represented by such Depositary Shares or any transaction referred to in Section 4.6, such tax (including transfer, issuance or acquisition taxes, if any) or governmental charge shall be payable by the holder of such Receipt. Until such payment is made, transfer, redemption, conversion, or exchange of any Receipt or any withdrawal of the Preferred Stock or money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused, any dividend or other distribution with respect to such Receipt or the Preferred Stock represented by the Depositary Shares evidenced by such receipt may be withheld and any part or all of the Preferred 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 any such tax or other governmental charge, the holder of such Receipt remaining liable for any deficiency. The Depositary shall act as the withholding agent for any payments, distributions, and exchanges made with respect to the Depositary Shares and Receipts, and the Preferred Stock[, Series A Stock] Common Stock or other securities or assets represented thereby (collectively, the "Securities"). The Depositary shall be responsible with respect to the Securities for the timely (i) collection and deposit of any required withholding or backup withholding tax, and (ii) filing of any information returns or other documents with federal (and other applicable) taxing authorities. In the event the Depositary is required to pay any such amounts, the Company shall reimburse the Depositary for payment thereof upon the request of the Depositary and the Depositary shall, upon the Company's request and as instructed by the Company, pursue its rights against such holder at the Company's expense.
Appears in 2 contracts
Samples: Deposit Agreement (Ferro Corp), Deposit Agreement (Ferro Corp)
Payment of Taxes or Other Governmental Charges. If any tax or other governmental charge shall become payable by or on behalf of the Depositary with respect to any Depositary Receipt, the Depositary Shares evidenced by such Depositary Receipt, the New Preferred Stock (or any fractional interest therein) represented by such Depositary Shares or any transaction referred to in Section 4.64.06, such tax (including transfer, issuance or acquisition taxes, if any) or governmental charge shall be payable by the holder of such Depositary Receipt. Until such payment is made, transfer, redemption, conversion, or exchange transfer of any Depositary Receipt or any withdrawal of the Preferred Stock or money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused, any dividend or other distribution with respect to such Receipt or the New Preferred Stock represented by the Depositary Shares evidenced by such receipt may be withheld and any part or all of the Preferred 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)refused and any dividend or other distribution may be withheld. 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, the holder of such Depositary Receipt remaining liable for any deficiency. The Unless the Company determines otherwise, the Depositary shall act as the withholding agent for any payments, distributions, distributions and exchanges made with respect to the Depositary Shares and Depositary Receipts, and the New Preferred Stock[, Series A Stock] or other securities or assets Stock represented thereby (collectively, the "Securities"). The Depositary shall be responsible with respect to the Securities for the timely (i) collection and deposit of any required withholding or backup withholding tax, and (ii) filing of any information returns or other documents with federal (and other applicable) taxing authorities. In the event the Depositary is required to pay any such amounts, the Company shall reimburse the Depositary for payment thereof upon the request of the Depositary and the Depositary shall, upon the Company's request and as instructed by the Company, pursue its rights against such holder at the Company's expense.
Appears in 1 contract
Payment of Taxes or Other Governmental Charges. If any tax or other governmental charge shall become payable by or on behalf of the Depositary with respect to any Receipt, the Depositary Shares evidenced by such Receipt, the Preferred Stock (or any fractional interest therein) represented by such Depositary Shares Shares, the exercise of any conversion right referred to in Section 2.11 or any transaction referred to in Section 4.6, such tax (including transfer, issuance or acquisition taxes, if any) or governmental charge shall be payable by the holder of such Receipt; provided that, the Company shall pay any tax or other governmental charges arising solely from the existence of this Deposit Agreement and any documentary, stamp or similar issue or transfer tax due on the issue of Common Stock upon conversion; and provided further, that the holder of such Receipt shall pay the amount of any tax which is due if the shares are to be issued in a name other than the name of such holder. Until such payment is made, transfer, redemption, conversion, or exchange transfer of any Receipt or any withdrawal of the Preferred Stock or money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused, any dividend or other distribution with respect to such Receipt or the Preferred Stock represented by the Depositary Shares evidenced by such receipt may be withheld withheld, such conversion right may be refused and any part or all of the Preferred 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, the holder of such Receipt remaining liable for any deficiency. The Depositary shall act as the withholding agent for any payments, distributions, and exchanges made with respect to the Depositary Shares and Receipts, and the Preferred Stock[, Series A Stock] or other securities or assets represented thereby (collectively, the "Securities"). The Depositary shall be responsible with respect to the Securities for the timely (i) collection and deposit of any required withholding or backup withholding tax, and (ii) filing of any information returns or other documents with federal (and other applicable) taxing authorities. In the event the Depositary is required to pay any such amounts, the Company shall reimburse the Depositary for payment thereof upon the request of the Depositary and the Depositary shall, upon the Company's request and as instructed by the Company, pursue its rights against such holder at the Company's expense.
Appears in 1 contract
Samples: Deposit Agreement (Ventas Inc)
Payment of Taxes or Other Governmental Charges. If any tax or other governmental charge shall become payable by or on behalf of the Depositary with respect to any Receipt, the Depositary Shares evidenced by such Receipt, the Preferred Stock (or any fractional interest therein) represented by such Depositary Shares Shares, the exercise of any conversion right referred to in Section 2.11 or any transaction referred to in Section 4.64.06, such tax (including transfer, issuance or acquisition taxes, if any) or governmental charge shall be payable by the holder of such Receipt; provided that the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Common Stock upon conversion; and provided further that the holder of such Receipt shall pay the amount of any tax which is due if the shares are to be issued in a name other than the name of such holder. Until such payment is made, transfer, redemption, conversion, or exchange transfer of any Receipt or any withdrawal of the Preferred Stock or money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused, any dividend or other distribution with respect to such Receipt or the Preferred Stock represented by the Depositary Shares evidenced by such receipt may be withheld withheld, such conversion right may be refused and any part or all of the Preferred 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, the holder of such Receipt remaining liable for any deficiency. The Depositary shall act as the withholding agent for any payments, distributions, and exchanges made with respect to the Depositary Shares and Receipts, and the Preferred Stock[, Series A Stock] or other securities or assets represented thereby (collectively, the "Securities"). The Depositary shall be responsible with respect to the Securities for the timely (i) collection and deposit of any required withholding or backup withholding tax, and (ii) filing of any information returns or other documents with federal (and other applicable) taxing authorities. In the event the Depositary is required to pay any such amounts, the Company shall reimburse the Depositary for payment thereof upon the request of the Depositary and the Depositary shall, upon the Company's ’s request and as instructed by the Company, pursue its rights against such holder at the Company's ’s expense.
Appears in 1 contract
Payment of Taxes or Other Governmental Charges. If any tax (including applicable interest, penalties or additions) or other governmental charge shall become payable by or on behalf of the Depositary with respect to any Receipt, the Depositary Shares evidenced by such Receipt, the Series F Preferred Stock (or any fractional interest therein) represented by such Depositary Shares Shares, the exercise of any conversion right referred to in Sections 2.11 and 2.12 or any transaction referred to in Section 4.64.6 with respect to a Receipt or the Series F Preferred Stock represented by such Receipt, such tax (including transfer, issuance or acquisition taxes, if any) or governmental charge shall be payable by the holder of such Receipt. Until such payment is made, transfer, redemption, conversion, or exchange transfer of any Receipt or any withdrawal of the Series F Preferred Stock or money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused, any dividend or other distribution with respect to such Receipt or the Preferred Stock represented by the Depositary Shares evidenced by such receipt may be withheld withheld, conversion rights may be refused and any part or all of the Series F Preferred 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, the holder of such Receipt remaining liable for any deficiency. The Depositary shall act as the withholding agent for any payments, distributions, and exchanges made with respect to the Depositary Shares and Receipts, and the Preferred Stock[, Series A Stock] or other securities or assets represented thereby (collectively, the "Securities"). The Depositary shall be responsible with respect to the Securities for the timely (i) collection and deposit of any required withholding or backup withholding tax, and (ii) filing of any information returns or other documents with federal (and other applicable) taxing authorities. In the event the Depositary is required to pay any such amounts, the Company shall reimburse the Depositary for payment thereof upon the request of the Depositary and the Depositary shall, upon the Company's request and as instructed by the Company, pursue its rights against such holder at the Company's expense.
Appears in 1 contract
Payment of Taxes or Other Governmental Charges. If any tax or other governmental charge Record ---------------------------------------------- Holders of Receipts shall become payable by or on behalf of be obligated to make payments to the Depositary with respect of certain charges and expenses as provided in Section 5.7, or provide reasonably satisfactory evidence to any Receipt, the Depositary Shares evidenced by that such Receipt, the Preferred Stock (or fractional interest therein) represented by such Depositary Shares or any transaction referred to in Section 4.6, such tax (including transfer, issuance or acquisition taxes, if any) or governmental charge shall be payable by the holder charges and expenses have been paid. Registration of such Receipt. Until such payment is made, transfer, redemption, conversion, or exchange transfer of any Receipt or any withdrawal of the Preferred Stock or and all money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refusedrefused until any such payment due is made, and any dividend dividends, interest payments or other distribution with respect to such Receipt or the Preferred Stock represented by the Depositary Shares evidenced by such receipt distributions may be withheld and or any part of or all of the Preferred Stock or other property represented by the Depositary Shares evidenced by such Receipt and not theretofore sold may be sold for the account of the holder Record Holder thereof (after attempting by reasonable means to notify such holder Record Holder prior to such sale). Any dividend , and such dividends, interest payments or other distribution so withheld and distributions or the proceeds of any such sale may be applied to any payment of such tax charges or other governmental chargeexpenses, the holder Record Holder of such Receipt remaining liable for any deficiency. The Depositary shall act as at the withholding agent for direction of the Company withhold any payments, distributions, distributions and exchanges made with respect to the Depositary Shares and Receipts, and the Preferred Stock[, Series A Stock] Common Stock or other securities or assets represented thereby (collectively, the "Securities"). The Depositary shall be responsible with respect to the Securities for the timely (i) collection and deposit of any required withholding or backup withholding tax, and (ii) filing of any information returns or other documents with federal (and other applicable) taxing authorities. In the event the Depositary is required to pay any such amounts, the Company shall reimburse the Depositary for payment thereof upon the request of the Depositary and the Depositary shall, upon the Company's request and as instructed by the Company, pursue its rights against such holder Record Holder at the Company's expense.
Appears in 1 contract
Payment of Taxes or Other Governmental Charges. If any tax or other governmental charge Record Holders of Receipts shall become payable by or on behalf of be obligated to make payments to the Depositary with respect of certain charges and expenses as provided in Section 5.7, or provide reasonably satisfactory evidence to any Receipt, the Depositary Shares evidenced by that such Receipt, the Preferred Stock (or fractional interest therein) represented by such Depositary Shares or any transaction referred to in Section 4.6, such tax (including transfer, issuance or acquisition taxes, if any) or governmental charge shall be payable by the holder charges and expenses have been paid. Registration of such Receipt. Until such payment is made, transfer, redemption, conversion, or exchange transfer of any Receipt or any withdrawal of the Preferred Stock or and all money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refusedrefused until any such payment due is made, and any dividend dividends, interest payments or other distribution with respect to such Receipt or the Preferred Stock represented by the Depositary Shares evidenced by such receipt distributions may be withheld and or any part of or all of the Preferred Stock or other property represented by the Depositary Shares evidenced by such Receipt and not theretofore sold may be sold for the account of the holder Record Holder thereof (after attempting by reasonable means to notify such holder Record Holder prior to such sale). Any dividend , and such dividends, interest payments or other distribution so withheld and distributions or the proceeds of any such sale may be applied to any payment of such tax charges or other governmental chargeexpenses, the holder Record Holder of such Receipt remaining liable for any deficiency. The Depositary shall act as at the withholding agent for direction of the Company withhold any payments, distributions, distributions and exchanges made with respect to the Depositary Shares and Receipts, and the Preferred Stock[, Series A Stock] Common Stock or other securities or assets represented thereby (collectively, the "Securities"). The Depositary shall be responsible with respect to the Securities for the timely (i) collection and deposit of any required withholding or backup withholding tax, and (ii) filing of any information returns or other documents with federal (and other applicable) taxing authorities. In the event the Depositary is required to pay any such amounts, the Company shall reimburse the Depositary for payment thereof upon the request of the Depositary and the Depositary shall, upon the Company's request and as instructed by the Company, pursue its rights against such holder Record Holder at the Company's expense.
Appears in 1 contract
Samples: Deposit Agreement (United International Holdings Inc)
Payment of Taxes or Other Governmental Charges. If any tax or other governmental charge shall become payable by or on behalf of the Depositary with respect to any Receipt, the Depositary Shares evidenced by such Receipt, the Preferred Stock (or any fractional interest therein) represented by such Depositary Shares Shares, the exercise of any conversion right referred to in Section 2.11 or any transaction referred to in Section 4.6, such tax (including transfer, issuance or acquisition taxes, if any) or governmental charge shall be payable by the holder of such Receipt; provided that, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of Common Stock upon conversion; and provided further, that the holder of such Receipt shall pay the amount of any tax which is due if the shares are to be issued in a name other than the name of such holder. Until such payment is made, transfer, redemption, conversion, or exchange transfer of any Receipt or any withdrawal of the Preferred Stock or money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused, any dividend or other distribution with respect to such Receipt or the Preferred Stock represented by the Depositary Shares evidenced by such receipt may be withheld withheld, such conversion right may be refused and any part or all of the Preferred 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, the holder of such Receipt remaining liable for any deficiency. The Depositary shall act as the withholding agent for any payments, distributions, and exchanges made with respect to the Depositary Shares and Receipts, and the Preferred Stock[, Series A Stock] or other securities or assets represented thereby (collectively, the "Securities"). The Depositary shall be responsible with respect to the Securities for the timely (i) collection and deposit of any required withholding or backup withholding tax, and (ii) filing of any information returns or other documents with federal (and other applicable) taxing authorities. In the event the Depositary is required to pay any such amounts, the Company shall reimburse the Depositary for payment thereof upon the request of the Depositary and the Depositary shall, upon the Company's request and as instructed by the Company, pursue its rights against such holder at the Company's expense.
Appears in 1 contract
Payment of Taxes or Other Governmental Charges. If any tax or other governmental charge Holders of Receipts shall become payable by or on behalf of be obligated to make payments to the Depositary with respect of certain charges and expenses as provided in Section 5.07, or provide reasonably satisfactory evidence to any Receipt, the Depositary Shares evidenced by that such Receipt, the Preferred Stock (or fractional interest therein) represented by such Depositary Shares or any transaction referred to in Section 4.6, such tax (including transfer, issuance or acquisition taxes, if any) or governmental charge shall be payable by the holder charges and expenses have been paid. Registration of such Receipt. Until such payment is made, transfer, redemption, conversion, or exchange transfer of any Receipt or any withdrawal of the Preferred Stock or and all money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may be refusedrefused until any such payment due is made, and any dividend dividends, interest payments or other distribution with respect to such Receipt or the Preferred Stock represented by the Depositary Shares evidenced by such receipt distributions may be withheld and or any part of or all of the Preferred Stock or other property represented by the Depositary Shares evidenced by such Receipt and not theretofore sold 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 , and such dividends, interest payments or other distribution so withheld and distributions or the proceeds of any such sale may be applied to any payment of such tax charges or other governmental chargeexpenses, the holder of such Receipt remaining liable for any deficiency. The Depositary shall act as the withholding agent for any payments, distributions, distributions and exchanges made with respect to the Depositary Shares and Receipts, and the Preferred Stock[, Series A Stock] Common Stock or other securities or assets represented thereby (collectively, the "Securities"). The Depositary shall be responsible with respect to the Securities for the timely (i) collection and deposit of any required withholding or backup withholding tax, and (ii) filing of any information returns or other documents with federal (and other applicable) taxing authorities. In the event the Depositary is required to pay any such amounts, the Company shall reimburse the Depositary for payment thereof upon the request of the Depositary and the Depositary shall, upon the Company's request and as instructed by the Company, pursue its rights against such holder at the Company's expense.
Appears in 1 contract
Samples: Deposit Agreement (Mattel Inc /De/)