PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash 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 number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 16 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 2.3 of the Deposit Agreement, the Depositary may execute and deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Share has been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 American Depositary Shares 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 connection with the foregoing.
Appears in 14 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Can-Fite BioPharma Ltd.), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested Notwithstanding Section 2.3 of the Deposit Agreement, and unless otherwise instructed in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit AgreementCompany, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation that surrender is prior to the termination of such that Pre-ReleaseRelease or the Depositary knows that those American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will must be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further all indemnities and credit regulations as that the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the all American Depositary Shares deposited under the Deposit Agreementoutstanding; provided, however, that the Depositary reserves the right to change or disregard such that limit from time to time as it reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoingPre-Release.
Appears in 9 contracts
Samples: Deposit Agreement (Erytech Pharma S.A.), Deposit Agreement (Erytech Pharma S.A.), Deposit Agreement (Erytech Pharma S.A.)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 2.3 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems appropriate and may, with the prior written consent of the Company, change such that limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. The collateral referred to in item (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations in connection the related Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or American Depositary Shares upon termination of that Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 6 contracts
Samples: Deposit Agreement (Ascendis Pharma a/S), Deposit Agreement (Ascendis Pharma a/S), Deposit Agreement (Forward Pharma a/S)
PRE-RELEASE OF RECEIPTS. Unless Notwithstanding Section 2.3 of the Deposit Agreement, unless requested in writing by the Company in writing to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash 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 number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 6 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release of American Depositary Shares”) and may deliver Shares prior to the surrender and cancellation of American Depositary Shares if the person to whom such Shares are to be delivered is a banking institution organized pursuant to the laws of the Republic of South Africa (“South African Bank”) (“Pre-Release of Shares” and, together with Pre-Release of American Depositary Shares, "Pre-Release”"). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateappropriate and in connection with Pre-Release of Shares, preceded or accompanied by an unconditional guaranty by the South-African Bank to deliver American Depositary Shares for cancellation on the same calendar day on which the Shares are delivered to the South-African Bank (or, if such American Depositary Shares are not so delivered, to return the Shares), (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 number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under 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, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 6 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by The Depositary will lend neither the Company Shares held under this Deposit Agreement nor the Receipts. The Depositary reserves the right to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may execute and deliver American Depositary Shares Receipts prior to the receipt of Shares pursuant to Section 2.02 of on the Deposit Agreement terms and conditions set forth below (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release. The Depositary may receive American Depositary Shares Receipts in lieu of Shares in satisfaction as settlement of a Pre-Release. Each the Pre-Release will be of a Receipt. Subject to the terms and conditions of this Deposit Agreement, the Pre-Release of Receipts may occur only if (i) Pre-released Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities in an amount equal to not less than 100% of the market value of the Pre-Released Receipts held by the Depositary for the benefit of Owners (but such collateral shall not constitute Deposited Securities), (ii) each recipient of Pre-released Receipts agrees in writing with the Depositary that such recipient (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that owns such person, or its customerShares, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (iib) assigns all beneficial right, title and interest in therein to the Depositary, (c) holds such Shares for the account of the Depositary and (d) will deliver such Shares to the Custodian as soon as practicable and promptly upon demand therefor and (iii) all Pre-released Receipts evidence not more than 20% of all American Depositary Shares (excluding those evidenced by Pre-released Receipts) and all Pre-Released Receipts evidence American Depositary Shares representing not more than 1% of all Shares outstanding or such other percentage of American Depositary Shares or Shares, as the case may be, as the Company and the Depositary may from time to time agree in writing, except to the Depositary in its capacity as extent, if any, that either of such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account limitations is exceeded solely because of the Depositary until delivery thereof withdrawal of Deposited Securities subsequent to the execution and delivery of Pre-Released Receipts in compliance with such limitation. The Depositary and (iii) will not take any action also set limits with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash 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 number of American Depositary Shares which are outstanding at and Shares involved in transactions to be done hereunder with any time as one person on a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to disregard such limit from time to time case by case basis as it reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 5 contracts
Samples: Deposit Agreement (Royal Dutch Shell PLC), Deposit Agreement (Royal Dutch Shell PLC), Deposit Agreement (Royal Dutch Shell PLC)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Notwithstanding Section 2.03 of the Deposit AgreementAgreement and unless requested by the Company in writing to cease doing so, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit that Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivereddelivered (the “Pre-Releasee”), that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the a Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities, or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 American Depositary Shares upon transaction of a Pre-Release transaction (and shall not, for avoidance of doubt, constitute Deposited Securities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 5 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (ReneSola LTD)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, Depositary may, notwithstanding Section 2.03 2.3 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 American Depositary Shares 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 connection with the foregoing.
Appears in 4 contracts
Samples: Deposit Agreement (Homeinns Hotel Group), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Tongjitang Chinese Medicines Co)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, Depositary may, notwithstanding Section 2.03 2.3 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 American Depositary Shares 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 connection with the foregoing.
Appears in 4 contracts
Samples: Deposit Agreement (Noah Education Holdings Ltd.), Deposit Agreement (Noah Education Holdings Ltd.), Deposit Agreement (Cgen Digital Media Co LTD)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company in writing to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may may, to the extent not prohibited by applicable law, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release), (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide similar liquidity and security, (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 reasonably appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under 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 appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. 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 American Depositary Shares or Shares, as the case may be, in satisfaction of a Pre-Release transaction (but shall not, for the avoidance of doubt, constitute Deposited Securities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. The Company shall have no liability to any Owner in connection with any Pre-Release.
Appears in 4 contracts
Samples: Deposit Agreement (BrasilAgro - Brazilian Agricultural Real Estate Co), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares Receipts are to be delivered, delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release), (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty twenty percent (3020%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set U.S. dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 thereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 4 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (America Movil Sa De Cv/)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 connection with the foregoing.
Appears in 4 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, Depositary may, notwithstanding Section 2.03 2.3 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 American Depositary Shares 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 connection with the foregoing.
Appears in 3 contracts
Samples: Deposit Agreement (Home Inns & Hotels Management Inc.), Deposit Agreement (Home Inns & Hotels Management Inc.), Deposit Agreement (Tongjitang Chinese Medicines Co)
PRE-RELEASE OF RECEIPTS. Unless Unless, requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, delivered that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash 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 number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under 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, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 3 contracts
Samples: Deposit Agreement (Gas Natural SDG Sa), Deposit Agreement (Gas Natural SDG Sa), Deposit Agreement (Gas Natural SDG Sa)
PRE-RELEASE OF RECEIPTS. Unless Notwithstanding Section 2.03 of the Deposit Agreement, unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement2.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivereddelivered (a “Pre-Releasee”), that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns transfers all beneficial right, title and interest in such American Depositary Shares or American Depository Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such American Depositary Shares or American Depository Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or American Depository Shares, as the case may be), other than in satisfaction of the such Pre-Release), (b) at all times fully collateralized with cash 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 number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate and mayappropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, with the prior written consent collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the CompanyPre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, change such limit including the Pre-Releasee’s obligation to deliver Shares or American Depository Shares upon termination of a Pre-Release transaction (and shall not, for purposes the avoidance of general applicationdoubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 3 contracts
Samples: Deposit Agreement (Petrobras - Petroleo Brasileiro Sa), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 2.3 of the Deposit Agreement, the Depositary may execute and deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement ("Pre-Release of American Depositary Shares”) and may deliver Shares prior to the surrender and cancellation of American Depositary Shares if the person to whom such Shares are to be delivered is a banking institution organized pursuant to the laws of the Republic of South Africa (“South African Bank”) (“Pre-Release of Shares” and, together with Pre-Release of American Depositary Shares, “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security and in connection with Pre-Release of Shares, preceded or accompanied by an unconditional guaranty by the Pre-Release to deliver American Depositary Shares for cancellation on the same calendar day on which the Shares are delivered to the Pre-Releasee (or, if such American Depositary Shares are not so delivered, to return the Shares), (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 American Depositary Shares 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 connection with the foregoing.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, in which case the Depositary shall promptly cease from doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash 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 number of American Depositary Shares which that are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under 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, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 3 contracts
Samples: Deposit Agreement (Ubic, Inc.), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless Notwithstanding Section 2.03 of the Deposit Agreement, unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares CPOs pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares CPOs upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares CPOs in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares CPOs or American Depositary Shares to be remitted, as the case may be, be (ii) assigns transfers all beneficial right, title and interest in such CPOs or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such CPOs or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such CPOs or American Depositary Shares or Shares, as the case may be), be other than in satisfaction of the such Pre-Release), (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days Business Days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of CPOs represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares CPOs deposited under 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, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Maxcom Telecommunications Inc), Deposit Agreement (Maxcom Telecommunications Inc)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, in accordance with Section 2.09 of the Deposit Agreement and notwithstanding Section 2.03 of the Deposit Agreementthereof, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, delivered that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash 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 number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate and may, with agrees to inform the prior written consent of the Company, change Company in such limit for purposes of general applicationevent. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Thomson), Deposit Agreement (Thomson)
PRE-RELEASE OF RECEIPTS. Unless Notwithstanding Section 2.03 of the Deposit Agreement, unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash 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 number of American Depositary Shares which that are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems appropriate and may, with the prior written consent of the Company, change such that limit for purposes of general application. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 3 contracts
Samples: Deposit Agreement (China Zenix Auto International LTD), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless Notwithstanding Section 2.03 of the Deposit Agreement, unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares CPOs pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares CPOs upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares CPOs in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares CPOs are to be delivered, that such person, or its customer, (i) beneficially owns the Shares CPOs or American Depositary Shares to be remitted, as the case may be, (ii) assigns transfers all beneficial right, title and interest in such CPOs or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such CPOs or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such CPOs or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release), (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days Business Days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which that are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares CPOs deposited under 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, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Notwithstanding Section 2.03 of the Deposit Agreement, unless requested by the Company in writing to cease doing so, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash 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 number of American Depositary Shares which that are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under 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, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Mazor Robotics Ltd.), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Depositary Agreement, the Depositary may issue and deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release), (b) at all times fully collateralized with cash 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 number of Shares represented by American Depositary Shares which that are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; providedhereunder, however, except that the Depositary reserves the right to may disregard such that limit from time to time as it deems reasonably deems appropriate and may, with the prior written consent of the Company, change such that limit for purposes of general application. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. The Depositary may issue American Depositary Shares against the delivery by the Company (or any agent of the Company recording Share ownership) of rights to receive Shares from the Company (or any such agent). No such issue of American Depositary Shares will be deemed a “Pre-Release” that is subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 2.3 of the Deposit Agreement, the Depositary may execute and deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 American Depositary Shares 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 connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary and Owners, (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release), and (iv) will deliver such Shares or American Depositary Shares, as the case may be, as soon as practicable and promptly upon demand therefore, (b) at all times fully collateralized with cash or U.S. government securities (but such other collateral as the Depositary deems appropriateshall not constitute Deposited Securities), (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 number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will may not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Tenaris Sa)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Notwithstanding Section 2.03 of the Deposit AgreementAgreement and unless requested by the Company in writing to do so, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash 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 number of Shares represented by American Depositary Shares which that are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate and may, with appropriate. The collateral referred to in clause (b) above shall be held by the prior written consent Depositary for the benefit of the CompanyOwners as security for the performance of the obligations to deliver Shares or American Depositary Shares, change such limit as the case may be, in satisfaction of a Pre-Release transaction (but shall not, for purposes the avoidance of general applicationdoubt, constitute Deposited Securities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Edwards Group LTD), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested The Depositary shall not execute and deliver Receipts unless Shares have been deposited as set forth in writing by the Company to cease doing soDeposit Agreement, except as provided in Section 2.9 of the Deposit Agreement and this Article 8. The Depositary may, notwithstanding Section 2.03 2.3 of the Deposit Agreement, the Depositary may execute and deliver American Depositary Shares Receipts prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive American Depositary Shares Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by subject to a written representation from agreement whereby the person or entity (the "Applicant") to whom American Depositary Shares or Shares are to be delivered, delivered (1) represents that such person, at the time of the Pre-Release transaction the Applicant or its customer, (i) beneficially customer owns the Shares or American Depositary Shares that are to be remitted, as delivered by the case may beApplicant under such Pre-Release transaction, (ii2) assigns all beneficial right, title and interest in agrees to indicate the Depositary as owner of such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such records and will to hold such Shares or American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof such Shares or American Depositary Shares are delivered to the Depositary or the Custodian, (3) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or American Depositary Shares, and (iii4) will not take agrees to any action with respect to such American additional restrictions or requirements that the Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Releasedeems appropriate, (b) at all times fully collateralized with cash cash, 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, 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 American Depositary Shares which are outstanding at any time as a result of and Shares involved in such Pre-Release will not normally exceed transactions at any one time to thirty percent (30%) of the American Depositary Shares deposited outstanding (without giving effect to American Depositary Shares outstanding under the Deposit Agreement; (a) above), provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems appropriate and mayappropriate. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, with the prior written consent collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the CompanyPre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, change such limit including the Pre-Releasee's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for purposes the avoidance of general applicationdoubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary may also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary may deem appropriate. 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 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 connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Andes Energia PLC), Deposit Agreement (Norse Energy Corp. ASA)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release of American Depositary Shares”) and may deliver Shares prior to the surrender and cancellation of American Depositary Shares if the person to whom such Shares are to be delivered is a banking institution organized pursuant to the laws of the Republic of South Africa (“South African Bank”) (“Pre-Release of Shares” and, together with Pre-Release of American Depositary Shares, "Pre-Release”"). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateappropriate and in connection with Pre-Release of Shares, preceded or accompanied by an unconditional guaranty by the South-African Bank to deliver American Depositary Shares for cancellation on the same calendar day on which the Shares are delivered to the South-African Bank (or, if such American Depositary Shares are not so delivered, to return the Shares), (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 number of Shares represented by American Depositary Shares which that are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under 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, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may execute and deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Share has been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 American Depositary Shares 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 connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (JBS S.A.)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivereddelivered (a “Pre-Releasee”), that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns transfers all beneficial right, title and interest in such American Depositary Shares or American Depository Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such American Depositary Shares or American Depository Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or American Depository Shares, as the case may be), other than in satisfaction of the such Pre-Release), (b) at all times fully collateralized with cash 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 number of Shares represented by American Depositary Shares which that are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under 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 mayappropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, with the prior written consent collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the CompanyPre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, change such limit including the Pre-Releasee’s obligation to deliver Shares or American Depository Shares upon termination of a Pre-Release transaction (and shall not, for purposes the avoidance of general applicationdoubt, constitute Deposited Securities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Luxfer Holdings PLC), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares Receipts or Shares are to be delivereddelivered (the “Pre-Releasee”), that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns transfers all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), be other than in satisfaction of the such Pre-Release), (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days Business Days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under 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 appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under this 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). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Edenor), Deposit Agreement (Edenor)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 2.3 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 American Depositary Shares 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 connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Trina Solar LTD), Deposit Agreement (Trina Solar LTD)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Notwithstanding Section 2.03 of the Deposit Agreementhereof, the Depositary may execute and deliver American Depositary Shares Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive American Depositary Shares Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares Receipts are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash 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 number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit from time to time for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems reasonably appropriate. 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 shall be held by the Depositary in connection with a 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 connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, and notwithstanding Section 2.03 2.3 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender and cancellation of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive accept American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns or represents the Shares or American Depositary owner of the corresponding Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Holders, and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, including without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash 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 number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under 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 appropriate, and may, with the prior written consent of the Company, change such limit for the purposes of general application. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Materialise Nv), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested by the company in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may may, to the extent not prohibited by applicable law, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release), (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate and may, with appropriate. The collateral referred to in clause (b) above shall be held by the prior written consent Depositary for the benefit of the CompanyOwners as security for the performance of the obligations to deliver Shares or American Depositary Shares, change such limit as the case may be, in satisfaction of a Pre-Release transaction (but shall not, for purposes the avoidance of general applicationdoubt, constitute Deposited Securities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Notwithstanding Section 2.03 of the Deposit Agreement, unless requested by the Company in writing to do so, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash 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 number of Shares represented by American Depositary Shares which that are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate and may, with appropriate. The collateral referred to in clause (b) above shall be held by the prior written consent Depositary for the benefit of the CompanyOwners as security for the performance of the obligations to deliver Shares or American Depositary Shares, change such limit as the case may be, in satisfaction of a Pre-Release transaction (but shall not, for purposes the avoidance of general applicationdoubt, constitute Deposited Securities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners or Holders, and (iii) will shall not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, including without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release), (b) at all times fully collateralized with cash 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 number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under 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, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Suramericana De Inversiones S.A., Suramericana)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 2.3 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 American Depositary Shares 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 connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Trina Solar LTD), Deposit Agreement (Trina Solar LTD)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivereddelivered (a “Pre-Releasee”), that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release), (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which that are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under 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 mayappropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, with the prior written consent collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the CompanyPre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, change such limit including the Pre-Releasee’s obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for purposes the avoidance of general applicationdoubt, constitute Deposited Securities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Criteo S.A.), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless Notwithstanding Section 2.3 of the Deposit Agreement, unless requested in writing by the Company in writing to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation that surrender is prior to the termination of such that Pre-ReleaseRelease or the Depositary knows that those American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will must be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further all indemnities and credit regulations as that the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the all American Depositary Shares deposited under the Deposit Agreementoutstanding; provided, however, that the Depositary reserves the right to change or disregard such that limit from time to time as it reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoingPre-Release.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may execute and deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the "Pre- Releasee") that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case by case basis as the Depositary deems appropriate. 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 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 American Depositary 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 connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested by the company in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may may, to the extent not prohibited by applicable law, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release), (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; 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, with appropriate. The collateral referred to in clause (b) above shall be held by the prior written consent Depositary for the benefit of the CompanyOwners as security for the performance of the obligations to deliver Shares or American Depositary Shares, change such limit as the case may be, in satisfaction of a Pre-Release transaction (but shall not, for purposes the avoidance of general applicationdoubt, constitute Deposited Securities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may execute and deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation surrender is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, delivered (a Pre-Releasee”) that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash 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 number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably appropriate. The Depositary will also set U.S. dollar limits with respect to Pre-Release transactions to be entered into under this Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate and mayappropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, with the prior written consent collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the CompanyPre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, change such limit including the Pre-Releasee’s obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for purposes the avoidance of general applicationdoubt, constitute Deposited Securities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested by the company in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may may, to the extent not prohibited by applicable law, deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release), (b) at all times fully collateralized with cash 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 number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; 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, with appropriate. The collateral referred to in clause (b) above shall be held by the prior written consent Depositary for the benefit of the CompanyOwners as security for the performance of the obligations to deliver Shares or American Depositary Shares, change such limit as the case may be, in satisfaction of a Pre-Release transaction (but shall not, for purposes the avoidance of general applicationdoubt, constitute Deposited Securities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Bank Bradesco), Deposit Agreement (CR2 Empreendimentos Imobili?rios S.A.)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Pre Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Pre Released, whether or not such cancellation is prior to the termination of such Pre-ReleasePre Release or the Depositary knows that such American Depositary Shares have been Pre Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Pre Release. Each Pre-Pre Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Releaserelease), (b) at all times fully collateralized with cash 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 number of American Depositary Shares which are outstanding at any time as a result of Pre-Pre Release will not normally exceed thirty percent (30%) of the Shares deposited under 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 appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 American Depositary Shares 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 connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (“Pre-Release of American Depositary Shares”) and may deliver Shares prior to the surrender and cancellation of American Depositary Shares if the person to whom such Shares are to be delivered is a banking institution organized pursuant to the laws of South Africa (“South African Bank”) (“Pre-Release of Shares” and, together with Pre-Release of American Depositary Shares, “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (“Pre-Releasee”) that such personPre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release), (b) at all times fully collateralized with cash or such other collateral as the Depositary reasonably deems appropriateappropriate and, in connection with the Pre-Release of Shares, preceded or accompanied by an unconditional guaranty by the Pre-Releasee to deliver American Depositary Shares for cancellation on the same calendar day on which such Shares are delivered to the Pre-Releasee (or, if such American Depositary Shares are not so delivered, to return the Shares), (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 number of Shares represented by American Depositary Shares which that are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under 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 mayappropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, with the prior written consent collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the CompanyPre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, change such limit including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for purposes the avoidance of general applicationdoubt, constitute Deposited Securities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. The Depositary may issue American Depositary Shares against delivery by the Company (or any agent of the Company recording Share ownership) of rights to receive Shares from the Company (or any such agent of the Company). No such issue of American Depositary Shares will be deemed a “Pre-Release” that is subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 2.3 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release), (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 American Depositary Shares 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 connection with the foregoing.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 2.3 of the Deposit Agreement, the Depositary may execute and deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 American Depositary Shares 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 connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 2.3 of the Deposit Agreement, the Depositary may execute and deliver American Depositary Shares prior to the receipt of Shares shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case by case basis as the Depositary deems appropriate. 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 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 American Depositary Shares 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 connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless Notwithstanding Section 2.03 of the Deposit Agreement, unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement2.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivereddelivered (a “Pre-Releasee”), that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns transfers all beneficial right, title and interest in such American Depositary Shares or American Depository Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such American Depositary Shares or American Depository Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or American Depository Shares, as the case may be), other than in satisfaction of the such Pre-Release), (b) at all times fully collateralized with cash 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 number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate and mayappropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, with the prior written consent collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the CompanyPre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, change such limit including the Pre-Releasee’s obligation to deliver Shares or American Depository Shares upon termination of a Pre-Release transaction (and shall not, for purposes the avoidance of general applicationdoubt, constitute Deposited Securities hereunder). 5 The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Petrobras - Petroleo Brasileiro Sa)
PRE-RELEASE OF RECEIPTS. Unless Notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may, unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash 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 number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under 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, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Unless Notwithstanding Section 2.3 of the Deposit Agreement, and unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation that surrender is prior to the termination of such that Pre-ReleaseRelease or the Depositary knows that those American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will must be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further all indemnities and credit regulations as that the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the all American Depositary Shares deposited under the Deposit Agreementoutstanding; provided, however, that the Depositary reserves the right to change or disregard such that limit from time to time as it reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoingPre-Release.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit that Agreement ("Pre-Release of American Depositary Shares") and may deliver Shares prior to the surrender and cancellation of American Depositary Shares if the person to whom such Shares are to be delivered is a “banking institution organized pursuant to the laws of South Africa ("South African Bank") ("Pre-Release of Shares") (Pre-Release of American Depositary Shares and Pre-Release of Shares are collectively referred to herein as "Pre-Release”"). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender and cancellation of American Depositary Shares that which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered ("Pre-Releasee") that such personPre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, and (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release), (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security and, in connection with the Pre-Release of Shares preceded or accompanied by an unconditional guaranty by the Pre-Releasee to deliver American Depositary Shares for cancellation on the same calendar day on which such Shares are delivered to the Pre-Releasee (or, if such American Depositary Shares are not so delivered, to return the Shares), (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 number of Shares represented by American Depositary Shares which that are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case by case basis as the Depositary deems appropriate. 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 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 American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities thereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless Notwithstanding Section 2.3 of the Deposit Agreement, unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivereddelivered (the “Pre-Releasee”), that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized (marked to market daily) with cash or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit that Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation surrender is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, delivered that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash 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 number of Shares represented by American Depositary Shares which that are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing. The Company will not incur any liability to any Owner or Holder as a result of actions taken by the Depositary pursuant to Section 2.09 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless Notwithstanding Section 2.03 of the Deposit Agreement, unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, be (ii) assigns transfers all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), be other than in satisfaction of the such Pre-Release), (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days Business Days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under 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, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive accept American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash 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 number of American Depositary Shares which that are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under 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, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such surrender or cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivereddelivered (the "Pre-Releasee"), that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriatedetermines in good faith, will provide substantially similar liquidity and security, (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 number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case by case basis as the Depositary deems appropriate. 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 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 connection with the foregoing.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreementhereof, the Depositary may execute and deliver American Depositary Shares Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive American Depositary Shares Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares Receipts or Shares are to be delivereddelivered (the "Pre-Releasee"), that such personthe Pre-Releasee, or its customer, (i) beneficially owns at the time of the Pre-Release transaction the Shares or American Depositary Shares to be remitted, as the case may be, be (ii) assigns all beneficial right, title and interest in agrees to indicate the Depositary as owner of such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such records and will to hold such Shares or American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof such Shares or American Depositary Shares are delivered to the Depositary and or the Custodian, (iii) will not take any action with respect unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or American Depositary Shares or Shares, as and (iv) agrees to any additional restrictions or requirements that the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Releasedeems appropriate, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so (in which case the Depositary shall promptly cease from doing so), the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash 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 number of American Depositary Shares which that are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under 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 mayappropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, with the prior written consent collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the CompanyPre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, change such limit including the Pre-Releasee's obligation to deliver Shares or American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for purposes the avoidance of general applicationdoubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 2.3 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash 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 number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 2.3 of the Deposit AgreementAgreement hereof, the Depositary may execute and deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares has been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 American Depositary Shares 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 connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines in good faith will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days Business Days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; 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, appropriate. The collateral referred to in sub-clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee's obligations in connection with the prior written consent of the Company, change such limit for purposes of general applicationPre-Release transaction. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary and Owners, (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release), and (iv) will deliver such Shares or American Depositary Shares, as the case may be, as soon as practicable and promptly upon demand therefore, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (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 number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves and the Company reserve the right to to, upon mutual agreement, change or disregard such limit from time to time as it reasonably deems they deem appropriate and the Depositary may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set U.S. dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 American Depositary Shares 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 connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
PRE-RELEASE OF RECEIPTS. Unless requested The Depositary shall not execute and deliver Receipts unless Shares have been deposited as herein set forth, except as provided in writing by the Company to cease doing sothis Section 2.9. The Depositary may, notwithstanding Section 2.03 of the Deposit Agreement2.3 hereof, the Depositary may execute and deliver American Depositary Shares Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement 2.2 (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement2.5, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive American Depositary Shares Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by subject to a written representation from agreement whereby the person or entity (the "Applicant") to whom American Depositary Shares or Shares are to be delivered, delivered (1) represents that such person, at the time of the Pre-Release transaction the Applicant or its customer, (i) beneficially customer owns the Shares or American Depositary Shares that are to be remitted, as delivered by the case may beApplicant under such Pre-Release transaction, (ii2) assigns all beneficial right, title and interest in agrees to indicate the Depositary as owner of such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such records and will to hold such Shares or American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof such Shares or American Depositary Shares are delivered to the Depositary or the Custodian, (3) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or American Depositary Shares, and (iii4) will not take agrees to any action with respect to such American additional restrictions or requirements that the Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Releasedeems appropriate, (b) at all times fully collateralized with cash cash, 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, 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 American Depositary Shares which are outstanding at any time as a result of and Shares involved in such Pre-Release will not normally exceed transactions at any one time to thirty percent (30%) of the American Depositary Shares deposited outstanding (without giving effect to American Depositary Shares outstanding under the Deposit Agreement; (a) above), provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems appropriate and mayappropriate. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, with the prior written consent collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the CompanyPre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, change such limit including the Pre-Releasee's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for purposes the avoidance of general applicationdoubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Notwithstanding Section 2.03 2.3 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares Units pursuant to Section 2.02 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares Units upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation that surrender is prior to the termination of such that Pre-ReleaseRelease or the Depositary knows that those American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares Units in satisfaction of a Pre-Release. Each Pre-Release will must be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares Units are to be delivered, that such person, or its customer, (i) beneficially owns the Shares Units or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further all indemnities and credit regulations as that the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the all American Depositary Shares deposited under the Deposit Agreementoutstanding; provided, however, that the Depositary reserves the right to change or disregard such that limit from time to time as it reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with Pre-Release. The person to whom any Pre-Release is to be made may be required to deliver to the foregoingDepositary any certification that is then required upon a deposit of Units under Section 2.2 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, The Depositary may (i) notwithstanding Section 2.03 of the Deposit Agreement2.3 hereof, the Depositary may execute and deliver American Depositary Shares Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement 2.2 (a “"Pre-Release”). The Depositary may, ") and (ii) pursuant to Section 2.05 of the Deposit Agreement2.5, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive American Depositary Shares Receipts in lieu of Shares under (i) above in satisfaction of a Pre-ReleaseRelease and may receive Shares in lieu of Receipts under (ii) above. Each such Pre-Release will be (a) preceded or accompanied by subject to a written representation from agreement with the Depositary whereby the person or entity (the "Applicant") to whom American Depositary Shares or Shares are to be delivered, delivered (1) represents that such person, at the time of the Pre-Release the Applicant or its customer, (i) beneficially customer owns the Shares or American Depositary Shares that are to be remitted, as delivered by the case may beApplicant under such Pre-Release, (ii2) assigns all beneficial right, title and interest in agrees to indicate the Depositary as owner of such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such records and will to hold such Shares or American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof such Shares or American Depositary Shares are delivered to the Depositary or the Custodian, (3) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or American Depositary Shares, and (iii4) will not take agrees to any action with respect to such American additional restrictions or requirements that the Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Releasedeems appropriate, (b) at all times fully collateralized (marked to market daily) with cash or United States government securities or such other collateral as the Depositary deems appropriate, held by the Depositary for the benefit of the Owners or beneficial owners of American Depositary Shares (not including any earnings thereon) until such Shares or American Depositary Shares are deposited, (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 number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited outstanding (without giving effect to American Depositary Shares outstanding under the Deposit Agreement(i) above); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate appropriate. The Depositary may also set limits with respect to the number of American Depositary Shares and may, Shares involved in Pre-Release transactions with the prior written consent of the Company, change such limit for purposes of general applicationany 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 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. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit that Agreement (“Pre-Release of American Depositary Shares”) and may deliver Shares prior to the surrender and cancellation of American Depositary Shares if the person to whom such Shares are to be delivered is a banking institution organized pursuant to the laws of South Africa (“South African Bank”) (“Pre-Release of Shares” and, together with Pre-Release of American Depositary Shares, “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (“Pre-Releasee”) that such personPre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash or such other collateral as the Depositary reasonably deems appropriateappropriate and, in connection with the Pre-Release of Shares, preceded or accompanied by an unconditional guaranty by the Pre-Releasee to deliver American Depositary Shares for cancellation on the same calendar day on which such Shares are delivered to the Pre-Releasee (or, if such American Depositary Shares are not so delivered, to return the Shares), (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 number of Shares represented by American Depositary Shares which that are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; 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, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless Notwithstanding Section 2.03 hereof, unless requested in writing by the Company Issuer to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement2.05, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns transfers all beneficial right, title and interest in such American Depositary Shares or American Depository Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such American Depositary Shares or American Depository Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or American Depository Shares, as the case may be), other than in satisfaction of the such Pre-Release), (b) at all times fully collateralized with cash 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 Issuer will not incur any liability to any Owners or holders of a Receipt as a result of actions taken by the Depositary pursuant to this Section 2.09. The number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate and mayappropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under this Deposit Agreement, with the prior written consent collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the CompanyPre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, change such limit including the Pre-Releasee’s obligation to deliver Shares or American Depository Shares upon termination of a Pre-Release transaction (and shall not, for purposes the avoidance of general applicationdoubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing sodoing, so the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender and cancellation of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-such Pre Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case by case basis as the Depositary deems appropriate. 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 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 American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release), (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set U.S. dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities thereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may execute and deliver American Depositary Shares Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive American Depositary Shares Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares Receipts or Shares are to be delivered, delivered (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, (i) beneficially owns at the time of the Pre-Release transaction the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in agrees to indicate the Depositary as owner of such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such records and will to hold such Shares or American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof such Shares or American Depositary Shares are delivered to the Depositary and or the Custodian, (iii) will not take any action with respect unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or American Depositary Shares or Shares, as and (iv) agrees to any additional restrictions or requirements that the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Releasedeems appropriate, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release), owns the Shares or American Depositary Shares to be remitted, as the case may be, (b) at all times fully collateralized with cash 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 number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under 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, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Changyou.com LTD)
PRE-RELEASE OF RECEIPTS. Unless requested requsted in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash 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 number of American Depositary Shares which that are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 2.3 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriatedetermines in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 2.3 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement 2.2 (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivereddelivered (the “Pre-Releasee”), that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems appropriate and may, with the prior written consent of the Company, change such that limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. The collateral referred to in item (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations in connection the related Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or American Depositary Shares upon termination of that Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Share has been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 American Depositary Shares 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 connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Imagi International Holdings LTD)
PRE-RELEASE OF RECEIPTS. Unless Notwithstanding Section 2.03 of the Deposit Agreement, unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns transfers all beneficial right, title and interest in such American Depositary Shares or American Depository Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such American Depositary Shares or American Depository Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or American Depository Shares, as the case may be), other than in satisfaction of the such Pre-Release), (b) at all times fully collateralized with cash 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 Company will not incur any liability to any Owners or holders of a Receipt as a result of actions taken by the Depositary pursuant to Section 2.09 of the Deposit Agreement. The number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate and mayappropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, with the prior written consent collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the CompanyPre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, change such limit including the Pre-Releasee’s obligation to deliver Shares or American Depository Shares upon termination of a Pre-Release transaction (and shall not, for purposes the avoidance of general applicationdoubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivereddelivered (the “Pre-Releasee”), that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, including without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares represented by American Depositary Shares which that are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate and mayappropriate. For the purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, with the prior written consent collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the CompanyPre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, change such limit including the Pre-Releasee’s obligation to deliver American Depositary Shares or Shares upon termination of a Pre-Release transaction (and shall not, for purposes the avoidance of general applicationdoubt, constitute Deposited Securities thereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested Notwithstanding anything to the contrary in writing by the Company to cease doing so, notwithstanding Section 2.03 of this Receipt or in the Deposit AgreementAgreement but subject to the terms and conditions thereof, the Depositary may execute and deliver American Depositary Shares Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, may deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive American Depositary Shares Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Except as otherwise contemplated by Section 2.11 of the Deposit Agreement, each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares Receipts or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in that such American person or its customer agrees to indicate the Depositary as owner of the Shares or SharesReceipts, as the case may beapplicable, to the Depositary in its capacity as such records and will to hold such American Depositary Shares or Shares, as the case may be, Receipts in trust for the account of the Depositary until delivery thereof such Shares or Receipts are delivered to the Depositary or the Custodian, and (iii) will not take any action with respect unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-ReleaseReceipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days Business Days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under 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 appropriate, and may, with the prior written consent of the Company, may change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as 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 connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
PRE-RELEASE OF RECEIPTS. Unless Notwithstanding Section 2.3 of the Deposit Agreement, unless requested in writing by the Company in writing to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash 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 number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; providedprovided , howeverhowever , that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 2.3 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivereddelivered (a “Pre-Releasee”), that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems appropriate and may, with the prior written consent of the Company, change such that limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. The collateral referred to in item (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations in connection the related Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or American Depositary Shares upon termination of that Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may execute and deliver American Depositary Shares prior to the receipt of Shares shares pursuant to Section 2.02 of the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 American Depositary Shares 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 connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Royal Bank of Scotland Group PLC)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days Business Days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under 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, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Releaserelease), (b) at all times fully collateralized with cash 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 number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under 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, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 2.3 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash 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 number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under 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, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 2.3 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the Pre-Releasee) that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre- Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 shall be held by the Depositary as security for the performance of the Pre-Releasees obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasees obligation to deliver Shares or American Depositary Shares 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 connection with the foregoing. 9.
Appears in 1 contract
Samples: Deposit Agreement (Trina Solar LTD)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 2.3 of the Deposit deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5, of the Deposit Agreement, Agreement deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems appropriate and may, with the prior written consent of the Company, change such that limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. The collateral referred to in item (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations in connection the related Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or American Depositary Shares upon termination of that Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless Notwithstanding Section 2.03 of the Deposit Agreement, unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit that Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitteddelivered to the Depositary, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities thereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, notwithstanding Notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-ReleaseRelease of American Depositary Shares”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash 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 number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under 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, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, and notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns or represents the owner of the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary and Owners, (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (includingownership, including without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateappropriate in good faith will provide substantially similar liquidity and security, (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 number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under 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, with the prior written consent of the Company, change such limit limits for purposes the purpose of general application. The Depositary will also set dollar limits with respect to such transactions hereunder with any particular Pre-Release hereunder on a case by case basis as the Depositary deems appropriate. The collateral referred to in sub-paragraph (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations in connection hereinwith, including the Pre-Releasee’s obligation to deliver Shares and/or American Depositary Shares upon termination of a transaction anticipated hereunder and shall not, for avoidance of doubt, constitute Deposited Securities hereunder. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Share or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release), (b) at all times time fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless Notwithstanding Section 2.03 of the Deposit Agreement , and unless requested in writing by the Company to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivered, that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash 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 number of American Depositary Shares which that are outstanding at any time as a result of all Pre-Release ReleaseReleases will not normally exceed thirty percent (30%) of the Shares deposited under 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 appropriate, and may, may with the prior written writing consent of the Company, change such limit for purposes purpose of general application. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 2.3 of the Deposit Agreement, the Depositary may execute and deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case by case basis as the Depositary deems appropriate. 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 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 American Depositary Shares 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 connection with the foregoing. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivereddelivered (the “Pre-Releasee”), that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized (marked to market daily) with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary may retain for its own account any compensation received by it in connection with the foregoing. The Company will not incur any liability to any Owner or Holder as a result of actions taken by the Depositary pursuant to Section 2.09 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit that Agreement (a “Pre-Release of American Depositary Shares”) and may deliver Shares prior to the surrender and cancellation of American Depositary Shares (a “Pre-Release of Shares” and, together with a Pre-Release of American Depositary Shares, a “Pre-Release”)) if the person to whom those Shares are to be delivered is a South African office of a banking institution organized under the laws of South Africa. The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the surrender of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom American Depositary Shares or Shares are to be delivereddelivered (a “Pre-Releasee”), that such person, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account of the Depositary until delivery thereof to the Depositary and (iii) will not take any action with respect to such American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such American Depositary Shares or Shares, as the case may be), other than in satisfaction of the Pre-Release, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateappropriate and, in the case of a Pre-Release of Shares, preceded or accompanied by an unconditional guaranty by the Pre-Releasee to deliver American Depositary Shares for cancellation on the same calendar day on which the Shares are delivered to the Pre-Releasee (or, if American Depositary Shares are not so delivered, to return the Shares), (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 number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it reasonably deems appropriate and the Depositary may, with the prior written consent of the Company, change such limit that limited for purposes of general application. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (BMA Gold LTD)
PRE-RELEASE OF RECEIPTS. The Depositary may issue American Depositary Shares against the delivery by the Company (or agent of the Company recording Share ownership) of rights to receive Shares from the Company (or any such agent). No such issue of American Depositary Shares will be deemed a “Pre-Release” that is subject to the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 2.3 of the Deposit Agreement, the Depositary may execute and deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 2.5 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-ReleaseRelease or the Depositary knows that such American Depositary Shares have been Pre-Released. The Depositary may receive American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom American Depositary Shares or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, (i) beneficially owns the Shares or American Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial rightrights, title and interest in such Shares or American Depositary Shares or Shares, as the case may be, to the Depositary in its capacity as such and will hold such American Depositary Shares or Shares, as the case may be, in trust for the account benefit of the Depositary until delivery thereof to the Depositary Owners, and (iii) will not take any action with respect to such Shares or American Depositary Shares or Shares, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or American Depositary Shares or Shares, as the case may be), other than in satisfaction of the such Pre-Release, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriatedetermines, in good faith, will provide substantially similar liquidity and security, (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 number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. 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 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 American Depositary Shares 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 connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)