PRE-RELEASE OF RECEIPTS. Subject to the further terms and provisions of Section 2.9 of the Deposit Agreement and this Article 11, the Depositary, its affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities pursuant to Section 2.5 of the Deposit Agreement, (each such transaction a “Pre-Release Transaction”). The Depositary may receive ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a prior or contemporaneous written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Owners (other than the Applicant).
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
PRE-RELEASE OF RECEIPTS. Subject to the further terms and provisions of this Section 2.9 of the Deposit Agreement and this Article 112.9, the Depositary, its affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company Issuer and its affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities pursuant to Section 2.5 of the Deposit Agreement2.5, including ADSs which were issued under (i) above but for which Shares may not have been received (each such transaction a “Pre-Release Transaction”). The Depositary may receive ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a prior or contemporaneous written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Owners (other than the Applicant).
Appears in 3 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Coca-Cola Hellenic Bottling Co Sa), Deposit Agreement (Citibank,N.A./ADR)
PRE-RELEASE OF RECEIPTS. Subject to the further terms and provisions of this Article 8 and Section 2.9 of the Deposit Agreement and this Article 11Agreement, the Depositary, its affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company Issuer and its affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities pursuant to Section 2.5 of the Deposit Agreement, including ADSs which were issued under (i) above but for which Shares may not have been received (each such transaction a “Pre-Release Transaction”). The Depositary may receive ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a prior or contemporaneous written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Owners (other than the Applicant).
Appears in 2 contracts
Samples: Deposit Agreement (Coca-Cola Hellenic Bottling Co Sa), Deposit Agreement (Citibank,N.A./ADR)
PRE-RELEASE OF RECEIPTS. Subject to the further terms and provisions of this Section 2.9 of the Deposit Agreement and this Article 112.9, the Depositary, its affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities pursuant to Section 2.5 of the Deposit Agreement2.5, (each such transaction a “Pre-Release Transaction”). The Depositary may receive ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a prior or contemporaneous written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Owners (other than the Applicant).
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
PRE-RELEASE OF RECEIPTS. Subject to the further terms and provisions of The Depositary may, notwithstanding Section 2.9 of the Deposit Agreement and this Article 112.03 hereof, the Depositary, its affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs execute and deliver Receipts prior to the receipt of Shares shares pursuant to Section 2.2 of the Deposit Agreement 2.02 and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities pursuant to Section 2.5 of the Deposit AgreementSecurities, including ADSs which were issued under (i) above but for which Shares may not have been received (each such transaction a “"Pre-Release Transaction”Release"). The Depositary may receive ADSs Receipts in lieu of Shares under (i) above (which ADSs will promptly be canceled by the Depositary upon receipt by the Depositary) and receive Shares in lieu of ADSs under (ii) above, in satisfaction of a Pre-Release. Each such Pre-Release Transaction will be (a) subject to preceded or accompanied by a prior or contemporaneous written representation and agreement whereby from the person or entity (the “Applicant”) to whom ADSs or Shares Receipts are to be delivered (wthe "Pre-Releasee") represents that at the time of the Pre-Release Transaction the Applicant Releasee, or its customer customer, (i) owns the Shares shares or ADSs that are Receipts to be delivered by remitted, as the Applicant under such Pre-Release Transactioncase may be, (xii) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (yiii) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (ziv) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral marketable securities as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), ; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may change such limit for purposes of general application. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions transactions with any one person on a case-by-case basis as it the Depositary deems appropriate., provided that such limits do not result in Pre-Release transactions that exceed the limits set forth in this Deposit Agreement. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above, but not the earnings thereon, shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in conjunction connection with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Owners (other than the Applicant).
Appears in 2 contracts
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
PRE-RELEASE OF RECEIPTS. Subject to the further terms and provisions of Section 2.9 of the Deposit Agreement and this Article 11, the Depositary, its affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities pursuant to Section 2.5 of the Deposit Agreement, (each such transaction a “Pre-Release Transaction”)) as provided below and (ii) deliver Shares upon the receipt and cancellation of ADSs that were issued in a Pre-Release Transaction, but for which Shares may not yet have been received. The Depositary may receive ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a prior or contemporaneous written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (w1) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x2) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y3) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (z4) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. United States government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case by case basis as it deems appropriate. Except to the extent that the above limitation is exceeded as a result of the withdrawal of Deposited Securities subsequent to the execution and delivery of pre-released Receipts in compliance with such limitation, the Depositary shall, in each case when it exceeds such percentage limit or has actual knowledge that such percentage limit will be exceeded, promptly notify the Company to that effect. The Depositary may retain for its own account any compensation received by it in conjunction connection with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Owners (other than the Applicant).
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
PRE-RELEASE OF RECEIPTS. Subject to the further terms and provisions of Article 8 hereof and Section 2.9 2.09 of the Deposit Agreement and this Article 11Agreement, the Depositary, its affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.2 2.02 of the Deposit Agreement and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities pursuant to Section 2.5 2.05 of the Deposit Agreement, including ADSs which were issued under (i) above but for which Shares may not have been received (each such transaction a “Pre-Release Transaction”). The Depositary may receive ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a prior or contemporaneous written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, ADSs and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case by case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Owners Holders (other than the Applicant).
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Subject to the further terms and provisions of The Depositary may, notwithstanding Section 2.9 2.03 of the Deposit Agreement and this Article 11Agreement, the Depositary, its affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs execute and deliver Receipts prior to the receipt of Shares shares pursuant to Section 2.2 2.02 of the Deposit Agreement and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities pursuant to Section 2.5 of the Deposit AgreementSecurities, including ADSs which were issued under (i) above but for which Shares may not have been received (each such transaction a “"Pre-Release Transaction”Release"). The Depositary may receive ADSs Receipts in lieu of Shares under (i) above (which ADSs will promptly be canceled by the Depositary upon receipt by the Depositary) and receive Shares in lieu of ADSs under (ii) above, in satisfaction of a Pre-Release. Each such Pre-Release Transaction will be (a) subject to preceded or accompanied by a prior or contemporaneous written representation and agreement whereby from the person or entity (the “Applicant”) to whom ADSs or Shares Receipts are to be delivered (wthe "Pre-Releasee") represents that at the time of the Pre-Release Transaction the Applicant Releasee, or its customer customer, (i) owns the Shares shares or ADSs that are Receipts to be delivered by remitted, as the Applicant under such Pre-Release Transactioncase may be, (xii) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (yiii) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (ziv) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral marketable securities as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), ; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate, and may change such limit for purposes of general application. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions transactions with any one person on a case-by-case basis as it the Depositary deems appropriate, provided that such limits do not result in Pre-Release transactions that exceed the limits set forth in the Deposit Agreement. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above, but not the earnings thereon, shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in conjunction connection with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Owners (other than the Applicant).
Appears in 1 contract
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
PRE-RELEASE OF RECEIPTS. Subject to the further terms and provisions of Article 8 hereof and Section 2.9 2.09 of the Deposit Agreement and this Article 11Agreement, the Depositary, its affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.2 2.02 of the Deposit Agreement and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities pursuant to Section 2.5 2.05 of the Deposit Agreement, including ADSs which were issued under (i) above but for which Shares may not have been received (each such transaction a “Pre-Release TransactionRelease”). The Depositary may receive ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to preceded or accompanied by a prior or contemporaneous written representation and agreement whereby from the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant such person, or its customer customer, (i) owns the Shares or ADSs that are to be delivered by remitted, as the Applicant under such Pre-Release Transactioncase may be, (xii) agrees to indicate the Depositary as owner of assigns all beneficial right, title and interest in such Shares or ADSs ADSs, as the case may be, to the Depositary in its records capacity as such and for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or ADSs in trust ADSs, as the case may be, for the account of the Depositary until such Shares or ADSs are delivered to delivery of the Depositary or same upon the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriateDepositary's request, (b) at all times fully collateralized (such collateral marked to market daily) with cash, cash or U.S. government securities or such other collateral as the Depositary deems appropriatesecurities, (c) terminable by the Depositary on not more than five (5) business days’ notice notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such which are outstanding at any time as a result of Pre-Release Transactions at any one time to Releases will not normally exceed thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) aboveas a result of Pre-Release), ; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriateappropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary may will also set limits with respect to the number of Pre-Released ADSs and Shares involved in Pre-Release Transactions transactions to be done hereunder and under the Deposit Agreement with any one person on a case-by-case by case basis as it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares of ADSs, as the case may be, set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder and under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in conjunction connection with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Owners (other than the Applicant).
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Subject Unless requested by the Company to cease doing so, the further terms and provisions of Depositary may, notwithstanding Section 2.9 2.03 of the Deposit Agreement Agreement, execute and this Article 11, the Depositary, its affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 of the Deposit Agreement and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities “Pre-Release”). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, (each deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such transaction a “cancellation is prior to the termination of such Pre-Release Transaction”)or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive ADSs Receipts in lieu of Shares under (i) above and receive Shares in lieu satisfaction of ADSs under (ii) abovea Pre-Release. Each such Pre-Release Transaction will be (a) subject to preceded or accompanied by a prior or contemporaneous written representation and agreement whereby from the person or entity (the “Applicant”) to whom ADSs or Shares Receipts are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant such person, or its customer customer, (i) owns the Shares or ADSs that are Receipts to be delivered by remitted, as the Applicant under such Pre-Release Transactioncase may be, (xii) assigns all beneficial right, title and interest in such Shares to the Depositary for the benefit of the Owners, and (iii) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and effect to hold such Shares or ADSs in trust for the account of the Depositary until such Shares or ADSs are delivered to delivery of the Depositary or same upon the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriateDepositary’s request, (b) at all times fully collateralized (such collateral marked to market daily) with cash, cash or U.S. government securities or such other collateral as the Depositary deems appropriatesecurities, (c) terminable by the Depositary on not more than five (5) business days’ notice days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and American Depositary Shares involved in such which are outstanding at any time as a result of Pre-Release Transactions at any one time to Releases will not normally exceed thirty percent (30%) of the ADSs American Depositary Shares outstanding (without giving effect to ADSs American Depositary Shares evidenced by Receipts outstanding under (i) aboveas a result of Pre-Release), ; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriateappropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary may will also set limits with respect to the number of ADSs and Shares Pre-Released Receipts involved in Pre-Release Transactions transactions to be done hereunder with any one person on a case-by-case by case basis as it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in conjunction connection with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Owners (other than the Applicant).
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Subject Notwithstanding anything to the further terms and provisions of Section 2.9 of contrary in this Receipt or in the Deposit Agreement but subject to the terms and this Article 11conditions thereof, unless otherwise instructed by the Depositary, its affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in ADSs. In its capacity as DepositaryCompany, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 (a "Pre-Release") against the evidence (including extracts from the Share Register) of the Deposit Agreement and (ii) deliver right to receive Shares prior to from the receipt of ADSs for withdrawal of Deposited Securities pursuant to Company. Other than as contemplated in Section 2.5 2.11 of the Deposit Agreement, (each the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such transaction a “cancellation is prior to the termination of such Pre-Release Transaction”)or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive ADSs Receipts in lieu of Shares under (i) above and receive Shares in lieu satisfaction of ADSs under (ii) abovea Pre-Release. Each such Other than as contemplated in Section 2.11 of the Deposit Agreement, each Pre-Release Transaction will be (a) subject to preceded or accompanied by a prior or contemporaneous written agreement whereby representation from the person or entity (the “Applicant”) to whom ADSs Receipts or Shares are to be delivered (w) represents delivered, that at the time of the Pre-Release Transaction the Applicant such person, or its customer customer, owns the Shares or ADSs that are Receipts to be delivered by remitted, as the Applicant under case may be, and that such Pre-Release Transaction, (x) person or its customer agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs Receipts in trust for the Depositary until such Shares or ADSs Receipts are delivered to the Depositary or the Custodian, (y) and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriateReceipts, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice Business Days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit Other than as contemplated by Section 2.11 of the Deposit Agreement, the number of ADSs and American Depositary Shares involved in such which are outstanding at any time as a result of Pre-Release Transactions at any one time to will not normally exceed thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding Shares deposited under (i) above), the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary may will also set Dollar limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions transactions to be entered into under the Deposit Agreement with any one person particular Pre-Releasee on a case-by-case basis as it the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in conjunction connection with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Owners (other than the Applicant).
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Subject to the further terms and provisions of Section 2.9 of the Deposit Agreement and this Article 11, the Depositary, its affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not will lend neither the Shares or ADSsheld hereunder nor the Receipts; provided, however, that the Depositary may reserves the right to (i) issue ADSs execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement 2.02 and (ii) deliver Shares prior to the receipt and cancellation of ADSs for withdrawal of Deposited Securities Receipts pursuant to Section 2.5 of the Deposit Agreement2.05, including Receipts which were issued under (each such transaction a “Pre-Release Transaction”)i) above but for which Shares may not have been received. The Depositary may receive ADSs Receipts in lieu of Shares under (i) above and receive Shares in lieu of ADSs Receipts under (ii) above. Each such Pre-Release Transaction transaction will be (a) subject to preceded or accompanied by a prior or contemporaneous written agreement whereby representation from the person or entity (the “Applicant”) to whom ADSs Receipts or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant such person, or its customer customer, owns the Shares or ADSs that are Receipts to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodianremitted, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriatecase may be, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs Receipts and Shares involved in such Pre-Release Transactions transactions at any one time to thirty percent (30%) of the ADSs American Depositary Shares outstanding (without giving effect to ADSs American Depositary Shares evidenced by Receipts outstanding under (i) above), or Shares held hereunder, respectively; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may will also set limits with respect to the number of ADSs Receipts and Shares involved in Pre-Release Transactions transactions to be done hereunder with any one person on a case-by-case by case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction connection with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Owners (other than the Applicant).
Appears in 1 contract
Samples: Deposit Agreement (Companhia Suzano De Papel E Celulose /Fi)
PRE-RELEASE OF RECEIPTS. Subject to the further terms and provisions of Section 2.9 2.09 of the Deposit Agreement and this Article 11Agreement, the Depositary, its affiliates Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates Affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may may, unless requested in writing by the Company to cease doing so, (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.2 2.03 of the Deposit Agreement and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities pursuant to Section 2.5 2.07 of the Deposit Agreement, including ADSs which were issued under (i) above but for which Shares may not have been received (each such transaction a “Pre-Release Transaction”). The Depositary may receive ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a prior or contemporaneous written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction connection with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Owners (other than the Applicant).
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Subject to the further terms and provisions of Notwithstanding Section 2.9 2.03 of the Deposit Agreement and this Article 11, the Depositary, its affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in ADSs. In its capacity as DepositaryAgreement, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 of the Deposit Agreement and (iia “Pre-Release”) deliver Shares prior unless requested by the Issuer to the receipt of ADSs for withdrawal of Deposited Securities cease doing so. The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, (each deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such transaction a “cancellation is prior to the termination of such Pre-Release Transaction”)or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive ADSs Receipts in lieu of Shares under (i) above and receive Shares in lieu satisfaction of ADSs under (ii) abovea Pre-Release. Each such Pre-Release Transaction will be (a) subject to preceded or accompanied by a prior or contemporaneous written representation and agreement whereby from the person or entity (the “Applicant”) to whom ADSs or Shares Receipts are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant such person, or its customer customer, (i) owns the Shares or ADSs that are Receipts to be delivered by remitted, as the Applicant under such Pre-Release Transactioncase may be, (xii) assigns all beneficial right, title and interest in such Shares to the Depositary for the benefit of the Owners and (iii) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and effect to hold such Shares or ADSs in trust for the account of the Depositary until such Shares or ADSs are delivered to delivery of the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriatesame, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and shares not deposited but represented by American Depositary Shares involved in such which are outstanding at any time as a result of Pre-Release Transactions at any one time to Releases will not normally exceed thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding Shares deposited under (i) above), the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriatereasonably appropriate and may, with the prior written consent of the Issuer, change such limit for purposes of general application. The collateral referred to in clause (b) above shall be held by the Depositary may also for the benefit of the Owners as security for the performance of the obligations to deliver Shares set limits with respect to forth in clause (a) above (and shall not, for the number avoidance of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case basis as it deems appropriatedoubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in conjunction connection with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Owners (other than the Applicant).
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Subject to the further terms and provisions of this Article 10 and Section 2.9 of the Deposit Agreement and this Article 11Agreement, the Depositary, its affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company Issuer and its affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities pursuant to Section 2.5 of the Deposit Agreement, including ADSs which were issued under (i) above but for which Shares may not have been received (each such transaction a “Pre-Release Transaction”). The Depositary may receive ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a prior or contemporaneous written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Owners (other than the Applicant).
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Subject to The Depositary may issue Receipts against the further terms and provisions of Section 2.9 of delivery by the Deposit Agreement and this Article 11, the Depositary, its affiliates and their agents, on their own behalf, may own and deal in Company (or any class of securities agent of the Company and its affiliates and in ADSsrecording Share ownership) of rights to receive Shares from the Company (or any agent of the Company recording Share ownership). In its capacity as DepositaryNo such issue of Receipts will be deemed a “Pre-Release” that is subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, the Depositary shall not lend Shares or ADSs; providedmay, howevernotwithstanding Section 2.03 hereof, that the Depositary may (i) issue ADSs execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement and 2.02 (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities pursuant to Section 2.5 of the Deposit Agreement, (each such transaction a “Pre-Release TransactionRelease”). The Depositary may, pursuant to Section 2.05, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive ADSs Receipts in lieu of Shares under (i) above and receive Shares in lieu satisfaction of ADSs under (ii) abovea Pre-Release. Each such Pre-Release Transaction will be (a) subject to preceded or accompanied by a prior or contemporaneous written representation and agreement whereby from the person or entity (the “Applicant”) to whom ADSs or Shares Receipts are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant such person, or its customer customer, (i) owns the Shares or ADSs that are Receipts to be delivered by remitted, as the Applicant under such Pre-Release Transactioncase may be, (xii) assigns all beneficial right, title and interest in such Shares to the Depositary for the benefit of the Owners, and (iii) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and effect to hold such Shares or ADSs in trust for the account of the Depositary until such Shares or ADSs are delivered to delivery of the Depositary or same upon the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriateDepositary’s request, (b) at all times fully collateralized collateralize (such collateral marked to market daily) with cash, cash or U.S. government securities or such other collateral as the Depositary deems appropriatesecurities, (c) terminable by the Depositary on not more than five (5) business days’ notice days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and American Depositary Shares involved in such which are outstanding at any time as a result of Pre-Release Transactions at any one time to Releases will not normally exceed thirty percent (30%) of the ADSs American Depositary Shares outstanding (without giving effect to ADSs American Depositary Shares evidenced by Receipts outstanding under (i) aboveas a result of Pre-Release), ; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriateappropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary may will also set limits with respect to the number of ADSs and Shares Pre-Released Receipts involved in Pre-Release Transactions transactions to be done hereunder with any one person on a case-by-case by case basis as it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in conjunction connection with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Owners (other than the Applicant).
Appears in 1 contract
Samples: Deposit Agreement (Natuzzi S P A)
PRE-RELEASE OF RECEIPTS. Subject to the further terms and provisions of Section 2.9 of the Deposit Agreement and this Article 11, the Depositary, its affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not will lend neither the Shares or ADSsheld under the Deposit Agreement nor the Receipts; provided, however, that the Depositary may reserves the right to (i) issue ADSs execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 of the Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of ADSs for withdrawal of Deposited Securities Receipts pursuant to Section 2.5 2.05 of the Deposit Agreement, including Receipts which were issued under (each such transaction a “Pre-Release Transaction”)i) above but for which Shares may not have been received. The Depositary may receive ADSs Receipts in lieu of Shares under (i) above and receive Shares in lieu of ADSs Receipts under (ii) above. Each such Pre-Release Transaction transaction will be (a) subject to preceded or accompanied by a prior or contemporaneous written agreement whereby representation from the person or entity (the “Applicant”) to whom ADSs Receipts or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant such person, or its customer customer, owns the Shares or ADSs that are Receipts to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodianremitted, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriatecase may be, (b) at all times fully collateralized with cash, U.S. government securities cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs Receipts and Shares involved in such Pre-Release Transactions transactions at any one time to thirty percent (30%) of the ADSs American Depositary Shares outstanding (without giving effect to ADSs American Depositary Shares evidenced by Receipts outstanding under (i) above), or Shares held under the Deposit Agreement, respectively; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may will also set limits with respect to the number of ADSs Receipts and Shares involved in Pre-Release Transactions transactions to be done under the Deposit Agreement with any one person on a case-by-case by case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction connection with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Owners (other than the Applicant).
Appears in 1 contract
Samples: Deposit Agreement (Companhia Suzano De Papel E Celulose /Fi)