PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Section 2.3 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the surrender and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”Pre-Releasee”), that the Pre-Releasee, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 deems 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 it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Ao Surgutneftegas /Fi), Deposit Agreement (Ao Surgutneftegas /Fi)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”Pre-Releasee”), that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares to the Depositary for the benefit of the Owners, and (iii) agrees in effect to hold such Shares for the account of the Depositary until delivery of the same upon the Depositary’s request, (b) at all times fully collateralized (such collateral marked to market daily) with cash cash, U.S. Government securities or such other collateral as the Depositary reasonably 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 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 application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered into done hereunder with any particular Pre-Releasee one person on a case by case basis as it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners holders as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 3 contracts
Samples: Deposit Agreement (Terranova S A), Deposit Agreement (Masisa S.A.), Deposit Agreement (Masisa S.A.)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights Notwithstanding anything to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” contrary in this Receipt or in the Deposit Agreement but subject to the restrictions of the following paragraph. Unless requested terms and conditions thereof, unless otherwise instructed by the Company to cease doing so, notwithstanding Section 2.3 of the Deposit AgreementCompany, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement (a “Pre-Release”)) against the evidence (including extracts from the Share Register) of the right to receive Shares from the Company. The Depositary may, pursuant to Other than as contemplated in Section 2.5 2.11 of the Deposit Agreement, the Depositary may deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Other than as contemplated in 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 Receipts or Shares are to be delivered (the ”Pre-Releasee”)delivered, that the Pre-Releaseesuch person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 Other than as contemplated by Section 2.11 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 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 hereunder under the Deposit Agreement with any particular Pre-Releasee on a case by case-by-case basis as it the Depositary reasonably deems appropriate. The 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 for the benefit of the Owners 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 set forth in clause (a) above or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities under the Deposit Agreement). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 3 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Mechel OAO), Deposit Agreement (Mechel OAO)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”“Pre-Releasee”), ) that the such Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, and (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, (b) at all times fully collateralized (such collateral marked to market daily) with cash cash, U.S. government securities or such other collateral as the Depositary reasonably deems appropriateof comparable 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 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 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 done hereunder with any particular Pre-Releasee on a case by case basis as it the Depositary deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations in connection herewith, including the Pre-Releasee’s obligation to deliver Shares set forth in clause (a) above or Receipts upon termination of a Pre-Releasee transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 3 contracts
Samples: Deposit Agreement (Buenaventura Mining Co Inc), Deposit Agreement (Buenaventura Mining Co Inc), Deposit Agreement (Buenaventura Mining Co Inc)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 2.03 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 of that the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”"Pre-Releasee”), ") that the such Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, and (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably deems appropriateU.S. government securities, (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 Global 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 AgreementAgreement then outstanding; 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 done under the Deposit Agreement with any particular Pre-Releasee on a case by case basis as it the Depositary deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with the Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares set forth in clause (a) above or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities under the Deposit Agreement). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
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. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”"Pre-Releasee”), ") that the such Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, and (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably deems appropriateU.S. government securities, (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 Global 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 then outstanding; 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 done hereunder with any particular Pre-Releasee on a case by case basis as it the Depositary deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with the Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares set forth in clause (a) above or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
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. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 2.03 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 of that the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”“Pre-Releasee”), ) that the such Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, and (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, (b) at all times fully collateralized (such collateral marked to market daily) with cash cash, U.S. government securities or such other collateral as the Depositary reasonably deems appropriateof comparable 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 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 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 done hereunder with any particular Pre-Releasee on a case by case basis as it the Depositary deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations in connection herewith, including the Pre-Releasee’s obligation to deliver Shares set forth in clause (a) above or Receipts upon termination of a Pre-Releasee transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 3 contracts
Samples: Deposit Agreement (Buenaventura Mining Co Inc), Deposit Agreement (Buenaventura Mining Co Inc), Deposit Agreement (Buenaventura Mining Co Inc)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”"Pre-Releasee”), ") that the Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, and (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 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 done hereunder with any particular Pre-Releasee on a case by case basis as it the Depositary deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee's obligations to the Depositary in connection with the Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares set forth in clause (a) above or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). The Depositary may issue Receipts against rights to receive Shares from the Company (or any agent of the Company recording Share ownership). No such issue of Receipts will be deemed a "Pre-Release" subject to the restrictions of the preceding paragraph. 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
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 execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt delivery of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”Pre-Releasee”)delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts, 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 Receipts, as the case may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 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 it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Ping an Insurance (Group) Co of China LTD)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested instructed at any time in writing by the Company to immediately cease doing so, the Depositary may, notwithstanding Section 2.3 2.03 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 of that the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant and subject to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”“Pre-Releasee”), ) that the Pre-Releaseesuch person, or its customer, customer (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts, 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 Receipts, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized (such collateral marked to market daily) with cash cash, U.S. government securities or such other collateral as the Depositary reasonably 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 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 appropriate and may, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. 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-by-case basis as it the Depositary deems appropriate. The 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 for the benefit of the Owners 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 set forth in clause (a) above 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. The Company shall have no liability to any Owner with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 2 contracts
Samples: Deposit Agreement (Roche Holding LTD), Deposit Agreement (Roche Holding LTD)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Section 2.3 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 of that the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”"Pre-Releasee”), ") that the Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or Receipts, as the case may be, for the account of the Depositary until delivery of the same upon the Depositary's request, (b) at all times fully collateralized (such collateral marked to market daily) with cash cash, U.S. government securities or such other collateral as that the Depositary reasonably deems appropriatedetermines, in good with, will provide substantially similar security and liquidity, (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 American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Releases); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems 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 the number of Pre-Release Released Receipts involved in transactions to be entered into done hereunder with any particular Pre-Releasee one person on a case by case basis as it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares or Receipts set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 2 contracts
Samples: Deposit Agreement (Contax Holding Co), Deposit Agreement (Contax Holding CO)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing somay, notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”"Pre-Releasee”), ") that the Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or Receipts, as the case may be, for the account of the Depositary until delivery of the same upon the Depositary's request, (b) at all times fully collateralized (such collateral marked to market daily) with cash cash, U.S. government securities or such other collateral as that the Depositary reasonably deems appropriatedetermines, in good faith, will provide substantially similar security and liquidity, (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 American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Release); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems 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 the number of Pre-Release Released Receipts involved in transactions to be entered into done hereunder with any particular Pre-Releasee one person on a case by case basis as it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares or Receipts set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 2 contracts
Samples: Deposit Agreement (Contax Holding Co), Deposit Agreement (Contax Holding CO)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreementhereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.5, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will shall be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered (the ”Pre-Releasee”), that the Pre-Releaseesuch person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate and may, with the prior written consent of the CompanyIssuer, 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 it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities). 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 with With respect to any representationsPre-Release (as defined in this Section 2.9), actions neither the Issuer nor the Custodian shall be responsible to any Owners or omissions holders of Receipts for any liabilities or expenses (a) which may be imposed under any United States Federal, state or local income tax laws, (b) which may arise out of the failure of the Depositary to deliver Deposited Securities when required under the terms of Section 2.5 hereof, or (c) the non-performance by the DepositaryDepositary or the Custodian of any obligations relating to any Pre-Release under this Section 2.9 or any other agreement between the Depositary and the Issuer relating to Pre-Release. The preceding sentence shall not apply to any liability or expense which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, any holder of Receiptsproxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer of sale of American Depositary Shares, except to the extent any Owner such liability or expense arises out of (i) information relating to the Depositary or the Custodian, as applicable, furnished in writing expressly for use in any of their respective agents pursuant to Section 2.9 of the Deposit Agreementforegoing documents, or, (ii) material omissions from such information furnished by the Depositary or the Custodian.
Appears in 2 contracts
Samples: Deposit Agreement (Business Objects Sa), Deposit Agreement (Business Objects S.A.)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”Pre-Releasee”)delivered, that the Pre-Releaseesuch person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 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 to be entered into hereunder with any particular Pre-Releasee on a case by case basis as it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations obligation to deliver Shares or Receipts as set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. The Except in the case of a Pre-Release requested by the Company, the Company shall have no liability to any Owner with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, Receipts or any Owner Owner, or any of their respective agents agents, pursuant to this Section 2.9 of the Deposit Agreement2.09.
Appears in 2 contracts
Samples: Deposit Agreement (Scientific Production Corp Irkut), Deposit Agreement (RBC Information Systems)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 2.03 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 of that the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”“Pre-Releasee”), ) that the Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, and (ii) assigns all beneficial right, title and interest in such shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 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 done hereunder with any particular Pre-Releasee on a case by case basis as it the Depositary deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with the Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares set forth in clause (a) above or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). The Depositary may issue Receipts against nights to receive Shares from the Company any agent of the Company recording Share ownership). No such issue of Receipts will be deemed a “Pre-Release” subject to the restrictions of the preceding paragraph. 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
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 execute and deliver Receipts against rights will lend neither the Shares held under this Deposit Agreement nor the Receipts. The Depositary reserves the right to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Section 2.3 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of 2.02 on the Deposit Agreement, deliver Shares upon the surrender terms and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Releasedconditions set forth below. The Depositary may receive Receipts in lieu of Shares in satisfaction as settlement of the pre-release of a Pre-ReleaseReceipt. Each Subject to the terms and conditions of this Deposit Agreement, the Pre-Release will be of Receipts may occur only if (ai) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered (the ”Pre-Releasee”), that the Pre-Releasee, or its customer, owns the Shares or released Receipts to be remitted, as the case may be, (b) at all times are fully collateralized (such collateral marked to market daily) with cash or such other collateral as 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 reasonably deems appropriatefor 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) owns such Shares, (b) assigns all beneficial right, title and interest therein to the Depositary, (c) terminable by holds such Shares for the account of the Depositary on not more than five (5) business days notice, and (d) subject 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) or such further indemnities and credit regulations other percentage as the Company and the Depositary deems appropriate. The may from time to time agree in writing, of the total number of Shares represented by American Depositary Shares which are outstanding at any time as a result Receipts except to the extent, if any, that such limitation is exceeded solely because of the withdrawal of Deposited Securities subsequent to the execution and delivery 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 Released Receipts in compliance with such limit from time to time as it deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general applicationlimitation. The Depositary will also set Dollar limits with respect to Pre-Release the number of Receipts and Shares involved in transactions to be entered into done hereunder with any particular Pre-Releasee anyone person on a case by case basis as it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 2 contracts
Samples: Deposit Agreement (Royal Dutch Shell PLC), Deposit Agreement (Royal Dutch Shell PLC)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreementhereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.5, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will shall be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered (the ”Pre-Releasee”), that the Pre-Releaseesuch person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate and may, with the prior written consent of the CompanyIssuer, change such limit for purposes of general application. The With respect to any Pre-Release (as defined in this Section 2.9), neither the Issuer nor the Custodian shall be responsible to any Owners or holders of Receipts for any liabilities or expenses (a) which may be imposed under any United States Federal, state or local income tax laws, (b) which may arise out of the failure of the Depositary will also set Dollar limits with respect to deliver Deposited Securities when required under the terms of Section 2.5 hereof, or (c) the non-performance by the Depositary or the Custodian of any obligations relating to any Pre-Release under this Section 2.9 or any other agreement between the Depositary and the Issuer relating to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case by case basis as it deems appropriateRelease. The collateral referred preceding sentence shall not apply to any liability or expense which may arise out of any misstatement or alleged misstatement or omission or alleged omission in clause any registration statement, proxy statement, prospectus (bor placement memorandum), or preliminary prospectus (or preliminary placement memorandum) above shall be held relating to the offer of sale of American Depositary Shares, except to the extent any such liability or expense arises out of (i) information relating to the Depositary or the Custodian, as applicable, furnished in writing expressly for use in any of the foregoing documents, or (ii) material omissions from such information furnished by the Depositary for or the benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities)Custodian. 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Flamel Technologies Sa)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver issue Receipts against rights to receive Shares from the Company. No such issue of Receipts shall will be deemed a “"Pre-Release” " subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Section 2.3 2.03 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 2.09 of that the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”"Pre-Releasee”), ") that the Pre-Releasee, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash cash, or such other collateral as the Depositary reasonably 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 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 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 under the Deposit Agreement with any particular Pre-Releasee on a case by case-by-case basis as it deems appropriate. The collateral referred to in clause (b) above shall will be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall will not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. The Company shall will have no liability to any Owner with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit AgreementAgreement and the Receipts.
Appears in 2 contracts
Samples: Deposit Agreement (Open Joint Stock Co Long Distance & Internat Comm Rostelecom), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”Pre-Releasee”)delivered, that the Pre-Releaseesuch person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 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-by-case basis as it the Depositary deems reasonably appropriate. The 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 for in connection with a Pre-Releasee's obligations to the benefit of Depositary in connection with a Pre-Release transaction, including the Owners as security for the performance of the obligations Pre-Releasee's obligation to deliver Shares set forth in clause (a) above or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
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 execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 2.03 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 of that the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”Pre-Releasee”)delivered, that the Pre-Releaseesuch person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 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 under the Deposit Agreement with any particular Pre-Releasee on a case by case-by-case basis as it the Depositary deems reasonably appropriate. The 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 will be held by the Depositary for in connection with a Pre-Releasee's obligations to the benefit of Depositary in connection with a Pre-Release transaction, including the Owners as security for the performance of the obligations Pre-Releasee's obligation to deliver Shares set forth in clause (a) above or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities under the Deposit Agreement). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
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 execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will shall be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered (the ”Pre-Releasee”), that the Pre-Releaseesuch person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The With respect to any Pre-Release (as defined in Section 2.9 of the Deposit Agreement), neither the Company nor the Custodian shall be responsible to any Owners or holders of Receipts for any liabilities or expenses (a) which may be imposed under any United States Federal, state or local income tax laws, (b) which may arise out of the failure of the Depositary will also set Dollar limits with respect to deliver Deposited Securities when required under the terms of Section 2.5 of the Deposit Agreement, or (c) the non-performance by the Depositary or the Custodian of any obligations relating to any Pre-Release under Section 2.9 of the Deposit Agreement or any other agreement between the Depositary and the Company relating to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case by case basis as it deems appropriateRelease. The collateral referred preceding sentence shall not apply to any liability or expense which may arise out of any misstatement or alleged misstatement or omission or alleged omission in clause any registration statement, proxy statement, prospectus (bor placement memorandum), or preliminary prospectus (or preliminary placement memorandum) above shall be held relating to the offer of sale of American Depositary Shares, except to the extent any such liability or expense arises out of (i) information relating to the Depositary or the Custodian, as applicable, furnished in writing expressly for use in any of the foregoing documents, or (ii) material omissions from such information furnished by the Depositary for or the benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities)Custodian. 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Flamel Technologies Sa)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver issue Receipts ----------------------- against rights to receive Shares from the CompanyCompany (or any agent of the Company recording Share ownership). No such issue of Receipts shall will be deemed a “"Pre-Release” " subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”"Pre-Releasee”), ") that the Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or Receipts, as the case may be, for the account of the Depositary until delivery of the same upon the Depositary's request, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Release); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems 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 the number of Pre-Release Released Receipts involved in transactions to be entered into done hereunder with any particular Pre-Releasee one person on a case by case basis as it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares or Receipts set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Telesp Celular Participacoes Sa)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver issue Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “"Pre-Release” " subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”Pre-Releasee”"PreReleasee"), that the Pre-Releasee, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 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 it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any and holder of Receipts, or any Owner or any of their respective agents pursuant to this Section 2.9 of the Deposit Agreement2.09.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”Pre-"Pre- Releasee”), ") that the such Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, and (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, (b) at all times fully collateralized (such collateral marked to market daily) with cash cash, U.S. government securities or such other collateral as the Depositary reasonably deems appropriateof comparable 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 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 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 done under the Deposit Agreement with any particular Pre-Releasee on a case by case basis as it the Depositary deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre- Releasee's obligations in connection herewith, including the Pre-Releasee's obligation to deliver Shares set forth in clause (a) above or Receipts upon termination of a Pre-Releasee transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities under the Deposit Agreement). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver issue Receipts against rights to receive Shares from the CompanyCompany (or any agent of the Company recording Share ownership). No such issue of Receipts shall will be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”“Pre-Releasee”), ) that the Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or Receipts, as the case may be, for the account of the Depositary until delivery of the same upon the Depositary’s request, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 Pre¬Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Release); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems 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 the number of Pre-Release Released Receipts involved in transactions to be entered into done hereunder with any particular Pre-Releasee anyone person on a case by case basis as it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares or Receipts set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). Table of Contents 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied accompanied by a written representation from the person to whom Receipts or Shares are to be delivered (the ”Pre-Releasee”)delivered, that the Pre-Releaseesuch person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably deems appropriateappropriate, (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 change or disregard such limit from time to time as it 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-by-case basis as it the Depositary deems appropriate. The 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 for in connection with a Pre-Releasee’s obligations to the benefit of Depositary in connection with a Pre-Release transaction, including the Owners as security for the performance of the obligations Pre-Releasee’s obligation to deliver Shares set forth in clause (a) above or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied accompanied by a written representation from the person to whom Receipts or Shares are to be delivered (the ”Pre-Releasee”)delivered, that the Pre-Releaseesuch person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably deems appropriateappropriate, (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 appropriate and may, with the prior written consent of the Company, change such limit for appropriate. For purposes of general application. The enabling the Depositary will also set Dollar limits with respect to Pre-Release transactions fulfill its obligations to be entered into hereunder with any particular Pre-Releasee on a case by case basis as it deems appropriate. The the Owners under this Deposit Agreement, 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 the Depositary by the person subject to such Pre-Release transaction, including such person’s obligation to deliver Shares set forth in clause (a) above or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreementhereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement (a “Pre-"Pre- Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.5, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will shall be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered (the ”Pre-Releasee”), that the Pre-Releaseesuch person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate and may, with the prior written consent of the CompanyIssuer, 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 it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities). 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 with With respect to any representationsPre-Release (as defined in this Section 2.9), actions neither the Issuer nor the Custodian shall be responsible to any Owners or omissions holders of Receipts for any liabilities or expenses (a) which may be imposed under any United States Federal, state or local income tax laws, (b) which may arise out of the failure of the Depositary to deliver Deposited Securities when required under the terms of Section 2.5 hereof, or (c) the non-performance by the DepositaryDepositary or the Custodian of any obligations relating to any Pre-Release under this Section 2.9 or any other agreement between the Depositary and the Issuer relating to Pre-Release. The preceding sentence shall not apply to any liability or expense which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, any holder of Receiptsproxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer of sale of American Depositary Shares, except to the extent any Owner such liability or expense arises out of (i) information relating to the Depositary or the Custodian, as applicable, furnished in writing expressly for use in any of their respective agents pursuant to Section 2.9 of the Deposit Agreementforegoing documents, or, (ii) material omissions from such information furnished by the Depositary or the Custodian.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” Notwithstanding Section 2.03 hereof, but subject to the restrictions provisions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding this Section 2.3 of the Deposit Agreement2.09, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”"Pre-Releasee”), ") that the Pre-Releasee, or its customer, owns the Shares or Receipts to be remitted, as the case may be, assigns all beneficial right, title and interest therein, to the Depositary in its capacity as such and for the benefit of the Owners, will not take any action with respect to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership, and will deliver such Shares or Receipts upon the Depositary's request (no evidence of ownership is required or time of delivery specified), (b) at all times fully collateralized (such collateral marked to market daily) with cash or United States government securities until such other collateral as the Depositary reasonably deems appropriateShares are deposited, (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 appropriate and may, with the prior written consent of the Company, change such limit for appropriate. For purposes of general application. The enabling the Depositary will also set Dollar limits with respect to Pre-Release transactions fulfill its obligations to be entered into hereunder with any particular Pre-Releasee on a case by case basis as it deems appropriate. The the Owners under the Deposit Agreement, 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 Pre-Releasee's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee's obligation to deliver Shares set forth in clause (a) above (and shall not, for the avoidance or Receipts upon termination of doubt, constitute Deposited Securities)a Pre-Release transaction. The Depositary may retain for its own account any compensation received by it in connection with for the foregoingissuance of Shares or Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights. The Company Depositary shall have no liability require that, prior to the Effective Time, the person to whom any Owner with respect Pre-Release is to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents be made pursuant to this Section 2.9 of 2.09 deliver to the Deposit Agreement.Depositary a duly executed and completed Depositor Certificate in substantially the form attached hereto as Annex I.
Appears in 1 contract
Samples: Deposit Agreement (Turkiye Garanti Bankasi a S /Fi)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”“Pre-Releasee”), ) that the such Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, and (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably deems appropriateU.S. government securities, (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 Global 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 then outstanding; 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 done hereunder with any particular Pre-Releasee on a case by case basis as it the Depositary deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the PreReleasee’s obligations to the Depositary in connection with the Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares set forth in clause (a) above or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”Pre-Releasee”)delivered, that the Pre-Releaseesuch person, or its customer, , (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners and (iii) will not take any action with respect to such Shares or Receipts, 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 Receipts, as the case may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 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 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 it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt Receipts haveReceipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”“Pre-Releasee”), that the such Pre-ReleaseeRealeaseeReleasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, and (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its own capacity as such and for the benefit of the ownersOwners, (b) at all times all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably deems appropriateappropriateU.S. government securities, (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 Global Depositary Shares which are outstanding at any time as a result of Pre-Release ReleaseReleases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder then outstanding,; 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 intodone hereunder with any particular Pre-Releasee on a case by case basis as it the Depositary deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with the Pre-Realasee’s obligations to the Depositary in connection with the Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares set forth in clause (a) above or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”Pre-Releasee”), that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts, 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 Receipts, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 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 it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Pearson PLC)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreementhereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.5, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Pre- Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”Pre-Releasee”), that the Pre-Releaseesuch person, or its customer, (i) beneficially owns such Shares, (ii) transfers all beneficial right, title and interest therein to the Depositary for the benefit of the Holders, (iii) will hold such Shares or Receipts in trust for the account of the Depositary, and (iv) will not take any action with respect to be remitted, as such Shares that is inconsistent with the case may beDepositary's transfer of the beneficial ownership thereof, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems 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 it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Crosswave Communications Inc /Adr/)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver issue Receipts against rights evidence of the right to receive Shares from the Company. No such issue issuance of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraphRelease (as defined below). Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreement2.04 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.03 (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.06, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”Pre-Releasee”)delivered, that the Pre-Releaseesuch person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 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 hereunder with any particular Pre-Releasee on a case by case-by-case basis as it the Depositary reasonably deems appropriate. The 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 for the benefit of the Owners 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 set forth in clause (a) above or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Consorcio Ecuatoriano De Telecommunicaciones Sa Conecel)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction satisfactory of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered (the ”Pre-Releasee”), that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rights, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts, 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 Receipts, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 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 it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Mayne Group LTD)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver issue Receipts against rights to receive Shares from the Company. No such issue of Receipts shall will be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Section 2.3 2.03 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 of that the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”“Pre-Releasee”), that the Pre-Releasee, Releasee or its customer, owns the Shares or Receipts to be remitted, as the case may bebe , (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it 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 under the Deposit Agreement with any particular Pre-Releasee on a case by case-by-case basis as it deems appropriate. The collateral referred to in clause (b) above shall will be held by the Depositary for the benefit of the Owners as security for the performance of the obligations obligation to deliver Shares set forth in clause (a) above (and shall will not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. The Company shall will have no liability to any Owner with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 2.09 of the Deposit AgreementAgreement and this Article 8.
Appears in 1 contract
Samples: Deposit Agreement (Open Joint Stock Co Nizhegorodsvyazinform/Adr)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreementhereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.5, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will shall be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered (the ”Pre-Releasee”), that the Pre-Releaseesuch person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate and may, with the prior written consent of the CompanyIssuer, change such limit for purposes of general application. The For purposes of enabling the Depositary will also set Dollar limits with respect to Pre-Release transactions fulfill its obligations to be entered into hereunder with any particular Pre-Releasee on a case by case basis as it deems appropriate. The the owners and Beneficial Owners under the Deposit Agreement, 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 Pre-Release transaction, including the Pre-Release's obligation to deliver Shares set forth in clause (a) above or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with With respect to any representationsPre-Release (as defined in this Section 2.9), actions neither the Issuer nor the Custodian shall be responsible to any Owners or omissions holders of Receipts for any liabilities or expenses (a) which may be imposed under any United States Federal, state or local income tax laws, (b) which may arise out of the failure of the Depositary to deliver Deposited Securities when required under the terms of Section 2.5 hereof, or (c) the non-performance by the DepositaryDepositary or the Custodian of any obligations relating to any Pre-Release under this Section 2.9 or any other agreement between the Depositary and the Issuer relating to Pre-Release. The preceding sentence shall not apply to any liability or expense which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, any holder of Receiptsproxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer of sale of American Depositary Shares, except to the extent any Owner such liability or expense arises out of (i) information relating to the Depositary or the Custodian, as applicable, furnished in writing expressly for use in any of their respective agents pursuant to Section 2.9 of the Deposit Agreementforegoing documents, or, (ii) material omissions from such information furnished by the Depositary or the Custodian.
Appears in 1 contract
Samples: Deposit Agreement (Activcard Sa)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreementhereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement (a “"Pre-Release”"). The Depositary Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.5, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive receive 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 Receipts or Shares are to be delivered (the ”Pre-Releasee”), that the Pre-Releaseesuch person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral collateral as the Depositary reasonably 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 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 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 it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities)appropriate. The Depositary may retain for its own account any compensation compensation received by it in connection with the foregoing. The Company shall have no liability to any Owner with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver may, issue Receipts against rights to receive Shares from the CompanyCompany (or any agent of the Company recording Share ownership). No such issue of Receipts shall will be deemed a “"Pre-Release” " subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Section 2.3 of the Deposit Agreement, the Depositary may to the extent permitted by applicable law, notwithstanding Section 2.03 hereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”Pre-Releasee”), that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Holders, and (iii) agrees in effect to hold such Shares or Receipts, as the case may be, for the account of the Depositary until delivery of the same upon the Depositary's request, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably deems appropriateU.S. government securities, (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 Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Release); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems 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 the number of Pre-Release Released Receipts involved in transactions to be entered into done hereunder with any particular Pre-Releasee one person on a case by case basis as it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners Holders as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Posco)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from Notwithstanding Section 2.3 hereof, the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless Depositary, unless requested by the Company to cease doing so, notwithstanding Section 2.3 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.5, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”Pre-Releasee”), that the Pre-Releaseesuch person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash cash, U.S. Government Securities or such other collateral as the Depositary reasonably 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 then outstanding; 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 dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case by case-by-case basis as it the Depositary deems appropriate. The For purposes of enabling the Depositary to fulfill its obligations to the Owners and Beneficial Owners under the Deposit Agreement, 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 Pre-Releasee's obligation to deliver Shares set forth in clause (a) above or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Section 2.3 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 of that the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”“Pre-Releasee”), ) that the Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or Receipts, as the case may be, for the account of the Depositary until delivery of the same upon the Depositary’s request, (b) at all times fully collateralized (such collateral marked to market daily) with cash cash, U.S. government securities or such other collateral as that the Depositary reasonably deems appropriatedetermines, in good with, will provide substantially similar security and liquidity, (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 American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Releases); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems 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 the number of Pre-Release Released Receipts involved in transactions to be entered into done hereunder with any particular Pre-Releasee one person on a case by case basis as it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares or Receipts set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver issue Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”“Pre-Releasee”), ) that the Pre-Releasee, or its customer, customer owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 change or disregard such limit from time to time as it 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 it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to this Section 2.9 of the Deposit Agreement2.09.
Appears in 1 contract
Samples: Deposit Agreement (Open Joint Stock Co Nizhegorodsvyazinform/Adr)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing somay, notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”“Pre-Releasee”), ) that the Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or Receipts, as the case may be, for the account of the Depositary until delivery of the same upon the Depositary’s request, (b) at all times fully collateralized (such collateral marked to market daily) with cash cash, U.S. government securities or such other collateral as that the Depositary reasonably deems appropriatedetermines, in good faith, will provide substantially similar security and liquidity, (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 American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Release); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems 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 the number of Pre-Release Released Receipts involved in transactions to be entered into done hereunder with any particular Pre-Releasee one person on a case by case basis as it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares or Receipts set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver issue Receipts against rights to receive Shares from the Company. No such issue of Receipts shall will be deemed a “"Pre-Release” " subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Section 2.3 2.03 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 of that the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”"Pre-Releasee”"), that the Pre-Releasee, Releasee or its customer, owns the Shares or Receipts to be remitted, as the case may bebe , (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it 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 under the Deposit Agreement with any particular Pre-Releasee on a case by case-by-case basis as it deems appropriate. The collateral referred to in clause (b) above shall will be held by the Depositary for the benefit of the Owners as security for the performance of the obligations obligation to deliver Shares set forth in clause (a) above (and shall will not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. The Company shall will have no liability to any Owner with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 2.09 of the Deposit AgreementAgreement and this Article 8.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights Notwithstanding anything to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” contrary in this Receipt or in the Deposit Agreement but subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Section 2.3 of the Deposit Agreementterms and conditions thereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, may deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”Pre-Releasee”)delivered, that the Pre-Releaseesuch person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 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, 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 hereunder with any particular Pre-Releasee on a case by case basis as it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.case-by-
Appears in 1 contract
Samples: Deposit Agreement (Yukos Oil Co)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 2.03 of the Deposit Agreement, the Depositary may execute and deliver Receipts Global Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 of that the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the surrender and cancellation of Receipts which Global Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has Global Depositary Shares have been Pre-Released. The Depositary may receive Receipts Global 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 Receipts Global Depositary Shares or Shares are to be delivered (the ”Pre-Releasee”)delivered, that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or Receipts Global Depositary Shares to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or Receipts (as the case may be) to the Depositary in its capacity as such and for the benefit of the Owners and (iii) will not take any action with respect to such Shares or Receipts (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 Receipts, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized (such collateral marked to market daily) with cash cash, U.S. government securities or such other collateral as the Depositary reasonably 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 reasonably appropriate. The number of Shares represented by American Global 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 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 it deems reasonably appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 2.03 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 of that the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”“Pre-Releasee”), ) that the such Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, and (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably deems appropriateU.S. government securities, (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 Global 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 AgreementAgreement then outstanding; 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 done under the Deposit Agreement with any particular Pre-Releasee on a case by case basis as it the Depositary deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with the Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares set forth in clause (a) above or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities under the Deposit Agreement). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreementhereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.5, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”"Pre-Releasee”), ") that the such Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, and (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, (b) at all times fully collateralized (such collateral marked to market daily) with cash cash, U.S. government securities or such other collateral as the Depositary reasonably deems appropriateof comparable 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 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 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 transaction to be entered into done hereunder with any particular Pre-Releasee on a case by case basis as it the Depositary deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee's obligations in connection herewith, including the Pre-Releasee's obligation to deliver Shares set forth in clause (a) above or Receipts upon termination of a Pre-Releasee transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”Pre-Releasee”)delivered, that the Pre-Releaseesuch person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 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-by-case basis as it the Depositary deems appropriate. The 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 for in connection with a Pre-Releasee's obligations to the benefit of Depositary in connection with a Pre-Release transaction, including the Owners as security for the performance of the obligations Pre-Releasee's obligation to deliver Shares set forth in clause (a) above or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Ojsc Polyus Gold)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that the Deposit Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Pre- Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered (the ”Pre-Releasee”), that the Pre-Releaseesuch person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 appropriate and may, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary Company will also set Dollar limits have no liability to any Owner or holder with respect to any expense, harm or loss which arises solely and exclusively out of a Pre-Release transactions to be entered into hereunder (as defined in Section 2.9) of a Receipt or Receipts in accordance with any particular Section 2.9 and which would not otherwise have arisen had such Receipt or Receipts not been the subject of a Pre-Releasee on Release pursuant to Section 2.9; provided, however, that any liability of the Company with respect to any expense, harm or loss which arises out of a case by case basis as it deems appropriate. The collateral referred to in clause (b) above Pre- Release shall be held unaffected by the Depositary for terms of this paragraph to the benefit extent that such expense, harm or loss would have arisen had such Receipt or Receipts not been the subject of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities)a Pre-Release. 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement9.
Appears in 1 contract
Samples: Acambis PLC
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights Notwithstanding anything to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” contrary in this Receipt or in the Deposit Agreement but subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Section 2.3 of the Deposit Agreementterms and conditions thereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, may deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”Pre-Releasee”)delivered, that the Pre-Releaseesuch person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 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, 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 hereunder with any particular Pre-Releasee on a case by case-by-case basis as it the Depositary reasonably deems appropriate. The 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 for the benefit of the Owners 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 set forth in clause (a) above or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Yukos Oil Co)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver issue Receipts against rights to receive Shares from the CompanyCompany (or any agent of the Company recording Share ownership). No such issue of Receipts shall will be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”“Pre-Releasee”), ) that the Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary for the benefit of the Owners, and (iii) agrees to hold such Shares or Receipts, as the case may be, for the account of the Depositary until delivery of the same upon the Depositary’s request, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Release); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems 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 the number of Pre-Release Released Receipts involved in transactions to be entered into done hereunder with any particular Pre-Releasee one person on a case by case basis as it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares or Receipts set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” Notwithstanding Section 2.03 hereof, but subject to the restrictions provisions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding this Section 2.3 of the Deposit Agreement2.09, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”“Pre-Releasee”), ) that the Pre-Releasee, or its customer, owns the Shares or Receipts to be remitted, as the case may be, assigns all beneficial right, title and interest therein, to the Depositary in its capacity as such and for the benefit of the Owners, will not take any action with respect to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership, and will deliver such Shares or Receipts upon the Depositary’s request (no evidence of ownership is required or time of delivery specified), (b) at all times fully collateralized (such collateral marked to market daily) with cash or United States government securities until such other collateral as the Depositary reasonably deems appropriateShares are deposited, (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 appropriate and may, with the prior written consent of the Company, change such limit for appropriate. For purposes of general application. The enabling the Depositary will also set Dollar limits with respect to Pre-Release transactions fulfill its obligations to be entered into hereunder with any particular Pre-Releasee on a case by case basis as it deems appropriate. The the Owners under the Deposit Agreement, 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 Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares set forth in clause (a) above (and shall not, for the avoidance or Receipts upon termination of doubt, constitute Deposited Securities)a Pre-Release transaction. The Depositary may retain for its own account any compensation received by it in connection with for the foregoing. The Company shall have no liability issuance of Shares or Receipts against such other rights to any Owner with respect to any representationsreceive Shares, actions or omissions by including without limitation earnings on the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreementcollateral securing such rights.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver issue Receipts against rights to receive Shares from the CompanyCompany (or any agent of the Company recording Share ownership). No such issue of Receipts shall will be deemed a “"Pre-Release” " subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, the Depositary, to the extent permitted by applicable law, may, notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”Pre-Releasee”), that the Pre-Releaseesuch person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or Receipts, as the case may be, for the account of the Depositary until delivery of the same upon the Depositary's request, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably deems appropriateU.S. government securities, (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 Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Release); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems 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 the number of Pre-Release Released Receipts involved in transactions to be entered into done hereunder with any particular Pre-Releasee one person on a case by case basis as it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares or Receipts, as the case may be, set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver issue Receipts against rights evidence of the right to receive Shares from the Company. No such issue issuance of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraphRelease (as defined below). Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreement2.04 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.03 (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.06, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”Pre-Releasee”)delivered, that the Pre-Releaseesuch person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 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, 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 hereunder with any particular Pre-Releasee on a case by case-by-case basis as it the Depositary reasonably deems appropriate. The 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 for the benefit of the Owners 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 set forth in clause (a) above or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Yukos Oil Co)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”"Pre-Releasee”), ") that the Pre-Releaseesuch person, or its customer, customer owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it 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-by-case basis as it the Depositary deems appropriate. The 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 for in connection with a Pre-Releasee's obligations to the benefit of Depositary in connection with a Pre-Release transaction, including the Owners as security for the performance of the obligations Pre-Releasee's obligation to deliver Shares set forth in clause (a) above or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Public Joint Stock Co Southern Telecommunicat Co/Adr)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”Pre-Releasee”)delivered, that the Pre-Releaseesuch person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 appropriate and may, with the prior written consent of the Company, change such limit for appropriate. For purposes of general application. The enabling the Depositary will also set Dollar limits with respect to Pre-Release transactions fulfill its obligations to be entered into hereunder with any particular Pre-Releasee on a case by case basis as it deems appropriate. The the Owners under this Deposit Agreement, 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 the Depositary by the person subject to such Pre-Release transaction, including such person's obligation to deliver Shares set forth in clause (a) above or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Tingyi (Cayman Islands) Holding Corp.)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver issue Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “"Pre-Release” " subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”"Pre-Releasee”), ") that the Pre-Releasee, or its customer, customer owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it 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-by-case basis as it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to this Section 2.9 of the Deposit Agreement2.09.
Appears in 1 contract
Samples: Deposit Agreement (Open Joint Stock Co Long Distance & Internat Comm Rostelecom)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights will lend neither the Shares held under this Deposit Agreement nor the Receipts. The Depositary reserves the right to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Section 2.3 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of 2.02 on the Deposit Agreement, deliver Shares upon the surrender terms and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Releasedconditions set forth below. The Depositary may receive Receipts in lieu of Shares in satisfaction as settlement of the pre-release of a Pre-ReleaseReceipt. Each Subject to the terms and conditions of this Deposit Agreement, the Pre-Release will be of Receipts may occur only if (ai) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered (the ”Pre-Releasee”), that the Pre-Releasee, or its customer, owns the Shares or released Receipts to be remitted, as the case may be, (b) at all times are fully collateralized (such collateral marked to market daily) with cash or such other collateral as 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 reasonably deems appropriatefor 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) owns such Shares, (b) assigns all beneficial right, title and interest therein to the Depositary, (c) terminable by holds such Shares for the account of the Depositary on not more than five (5) business days notice, and (d) subject 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) or such further indemnities and credit regulations other percentage as the Company and the Depositary deems appropriate. The may from time to time agree in writing, of the total number of Shares represented by American Depositary Shares which are outstanding at any time as a result Receipts except to the extent, if any, that such limitation is exceeded solely because of the withdrawal of Deposited Securities subsequent to the execution and delivery 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 Released Receipts in compliance with such limit from time to time as it deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general applicationlimitation. . The Depositary will also set Dollar limits with respect to Pre-Release the number of Receipts and Shares involved in transactions to be entered into done hereunder with any particular Pre-Releasee anyone person on a case by case basis as it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement 2.02 (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”Pre-Releasee”)delivered, that the Pre-Releaseesuch person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 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 it deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights Notwithstanding anything to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” contrary in this Receipt or in the Deposit Agreement but subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Section 2.3 of the Deposit Agreementterms and conditions thereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement (a “"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, may deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”Pre-Releasee”)delivered, that the Pre-Releaseesuch person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably 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 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 hereunder with any particular Pre-Releasee on a case by case-by-case basis as it the Depositary reasonably deems appropriate. The 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 for the benefit of the Owners 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 set forth in clause (a) above or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunder). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Consorcio Ecuatoriano De Telecommunicaciones Sa Conecel)
PRE-RELEASE OF RECEIPTS. The Depositary may execute and deliver Receipts against rights to receive Shares from the Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the restrictions of the following paragraph. Unless requested by the Company to cease doing so, notwithstanding Notwithstanding Section 2.3 2.03 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 of that the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the surrender receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt Receipts haveReceipt has been Pre-Released. The Depositary may receive 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 Receipts or Shares are to be delivered (the ”“Pre-Releasee”), that the such Pre-ReleaseeRealeasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, and (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its own capacity as such and for the benefit of the ownersOwners, (b) at all times all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably deems appropriateappropriateU.S. government securities, (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 Global Depositary Shares which are outstanding at any time as a result of Pre-Release ReleaseReleases will not normally exceed thirty percent (30%) of the Shares deposited under hereunderunder the Deposit AgreementAgreement then outstanding,; 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 hereunderdone under the Deposit Agreement with any particular Pre-Releasee on a case by case basis as it the Depositary deems appropriate. The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with the Pre-Realasee’s obligations to the Depositary in connection with the Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares set forth in clause (a) above or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited SecuritiesSecurities hereunderunder the Deposit Agreement). 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 with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)