PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (“Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered that such 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, U.S. Government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-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 limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 3 contracts
Samples: Deposit Agreement (Terranova S A), Deposit Agreement (Masisa S.A.), Deposit Agreement (Masisa S.A.)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreementhereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (“Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.5, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered that such 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 market to market daily) with cash, U.S. Government securities Securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-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 and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 3 contracts
Samples: Deposit Agreement (Masisa S.A.), Deposit Agreement (Masisa S.A.), Deposit Agreement (Terranova S A)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the The Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (“Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, (i) owns the Shares shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightrights, 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 will not take any action with respect to hold such Shares for or Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Released Receipts involved in Release transactions to be done entered into hereunder with any one person 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 holders 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 hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 3 contracts
Samples: Deposit Agreement, Deposit Agreement (A-Max Technology LTD), Deposit Agreement (Baidu.com, Inc.)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the The Depositary may, notwithstanding Section 2.3 of the Deposit Agreement2.3, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (“Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.5, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, (i) owns the Shares shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightrights, 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 will not take any action with respect to hold such Shares for or Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Released Receipts involved in Release transactions to be done entered into hereunder with any one person 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 holders 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 hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 3 contracts
Samples: Deposit Agreement, Deposit Agreement (A-Max Technology LTD), Deposit Agreement (Baidu.com, Inc.)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreementhereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (“"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.5, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered that such 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 will not take any action with respect to hold such Share 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 for or Receipts, as the account case may be, other than in satisfaction of the Depositary until delivery of the same upon the Depositary’s requestsuch Pre-Release), (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-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 and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless Notwithstanding Section 2.03 hereof, unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement 2.02 (“a "Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 delivered, that such 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 will not take any action with respect to hold such Shares for or Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems 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 not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set dollar limits with respect to the number of Pre-Released Receipts involved in Release transactions to be done entered into hereunder with any one person 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 this Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the holders 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 hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Adidas Ag)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (“"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered that such 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 will not take any action with respect to hold such Share 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 for or Receipts, as the account case may be, other than in satisfaction of the Depositary until delivery of the same upon the Depositary’s requestsuch Pre-Release), (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-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 limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the The Depositary may, notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, (i) execute and deliver Receipts prior to the receipt of Shares shares pursuant to Section 2.2 2.02 and (ii) deliver Shares prior to the receipt of the Deposit Agreement ADSs for withdrawal of Deposited Securities, including ADSs which were issued under (“i) above but for which Shares may not have been received (each such transaction a "Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares under (i) above (which ADSs will promptly be canceled by the Depositary upon receipt by the Depositary) and receive Shares in lieu of ADSs under (ii) above, in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts are to be delivered (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, (i) owns the Shares shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in agrees to indicate the Depositary as owner of such Shares to the Depositary for the benefit of the Owners, or ADSs in its records and (iii) agrees in effect to hold such Shares or ADSs in trust for the account of the Depositary until delivery of such Shares or ADSs are delivered to the same upon Depositary or the Depositary’s requestCustodian, (iii) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (iv) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government government securities or such other collateral marketable securities as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems 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 Depositary will normally limit the number of American Depositary ADSs and Shares which are outstanding involved in such Pre-Release at any one time as a result of Pre-Releases will not normally exceed to thirty percent (30%) of the Shares deposited ADSs outstanding (without giving effect to ADSs outstanding under the Deposit Agreement(i) above); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems 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 may also set limits with respect to the number of ADSs and Shares involved in Pre-Released Receipts involved in Release transactions to be done hereunder with any one person on a case by case-by-case basis as it the Depositary deems appropriate., provided that such limits do not result in Pre-Release transactions that exceed the limits set forth in this Deposit Agreement. 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 above, but not the earnings thereon, shall be held by the Depositary for the benefit of the holders 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 hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the Depositary may, 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 the Deposit Agreement (“a "Pre-Release”"). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered delivered, that such 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, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit from time to time for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Released Receipts involved in Release transactions to be done hereunder entered into under the Deposit Agreement with any one person 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 holders 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 Securities hereunderunder the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the Depositary may, notwithstanding Notwithstanding Section 2.3 2.03 of the Deposit Agreement, execute and the Depositary may deliver Receipts Global Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation surrender 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 delivered, that such 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 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, U.S. Government government securities or such other collateral as the Depositary determines, determines in good faith, 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 American Shares represented by Global Depositary Shares which that are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the The Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (“Pre-Pre- Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered (the Pre- Releasee) that such personthe Pre-Releasee, or its customer, (i) owns the Shares shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightrights, 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 will not take any action with respect to hold such Shares for or Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Pre- Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Released Receipts involved in Release transactions to be done entered into hereunder with any one person 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 holders as security for the performance of the Pre-Releasees obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasees obligation to deliver Shares 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 hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. 9.
Appears in 2 contracts
Samples: Deposit Agreement (Baidu, Inc.), Deposit Agreement (Baidu, Inc.)
PRE-RELEASE OF RECEIPTS. Unless requested by The Depositary will lend neither the Company Shares held under this Deposit Agreement nor the Receipts. The Depositary reserves the right to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of 2.02 on the Deposit Agreement (“Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the receipt 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 (i) Pre-released Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities in an amount equal to not less than 100% of the market value of the Pre-Released Receipts held by the Depositary for the benefit of Owners (but such collateral shall not constitute Deposited Securities), (ii) each recipient of Pre-released Receipts agrees in writing with the Depositary that such recipient (a) preceded or accompanied by a written representation from the person to whom Receipts are to be delivered that owns such person, or its customerShares, (i) owns the Shares or Receipts to be remitted, as the case may be, (iib) assigns all beneficial right, title and interest in such Shares therein to the Depositary for the benefit of the OwnersDepositary, and (iiic) agrees in effect to hold holds 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, U.S. Government securities or such other collateral as the Depositary determines, 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 will deliver such Shares to such further indemnities the Custodian as soon as practicable and credit regulations as the Depositary deems appropriate. The number promptly upon demand therefor and (iii) all Pre-released Receipts evidence not more than 20% of all American Depositary Shares which are outstanding at any time as a result of (excluding those evidenced by Pre-Releases will not normally exceed thirty percent (30%released Receipts) of or such other percentage as the Shares deposited under the Deposit Agreement; provided, however, that Company and the Depositary reserves the right to change or disregard such limit may from time to time as it reasonably deems appropriate and mayagree in writing, with the prior written consent of the Companytotal number of Shares represented by Receipts except to the extent, change if any, that such limit for purposes limitation is exceeded solely because of general applicationthe withdrawal of Deposited Securities subsequent to the execution and delivery of Pre-Released Receipts in compliance with such limitation. The Depositary will also set limits with respect to the number of Pre-Released Receipts and Shares involved in transactions to be done hereunder with any one 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 2 contracts
Samples: Deposit Agreement (Royal Dutch Shell PLC), Deposit Agreement (Royal Dutch Shell PLC)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing soNotwithstanding Section 2.03 hereof, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement 2.02 (“a "Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered delivered, that such 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, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems 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-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate and may, with the prior written consent of the Company, change such that limit for purposes of general application. The Depositary will also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 holders 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. 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 or any Owner, or any of their respective agents, pursuant to this Section 2.09.
Appears in 2 contracts
Samples: Deposit Agreement (RBC Information Systems), Deposit Agreement (Scientific Production Corp Irkut)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing soNotwithstanding Section 2.03 hereof, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement 2.02 (a “Pre-Release”)) unless requested in writing by the Issuer to cease doing so. The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered that such 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, 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 requestsame, (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems 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 not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate and may, with the prior written consent of the CompanyIssuer, change such limit for purposes of general application. The Depositary will also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 holders Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the Depositary may, 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 the Deposit Agreement (“a "Pre-Release”"). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered that such 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, U.S. Government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days Business Days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-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 from time to time for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Released Receipts involved in Release transactions to be done hereunder entered into under the Deposit Agreement with any one person particular Pre-Release 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 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 holders as security for the performance of the obligations Pre-Release 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 hereunderunder the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Southern Telecommunications Co /Fi)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing soNotwithstanding Section 2.03 hereof, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement 2.02 (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 delivered, that such 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, Owners and (iii) agrees in effect will not take any action with respect to hold such Shares for or Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems 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-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 and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing soNotwithstanding Section 2.03 hereof, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement 2.02 (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 delivered, that such 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, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit from time to time for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Released Receipts involved in Release transactions to be done entered into hereunder with any one person 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 holders 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 2.03 of the Deposit Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 of the Deposit Agreement (“a Pre-Release”). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered delivered, that such 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 will not take any action with respect to hold such Shares for or Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-Pre- Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Cue Energy Resources Limited/Fi)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, 2.03 hereof execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement 2.02 (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 delivered, that such 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 will not take any action with respect to hold such Shares for and Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems 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-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate and may, with the prior written consent of the Company, change such that limit for purposes of general application. The Depositary will also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless Notwithstanding Section 2.3 hereof, the Depositary, unless requested by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (“"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.5, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 that such 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, U.S. Government securities Securities or such other collateral as the Depositary determines, determines in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-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 the number of Pre-Released Receipts involved in Release transactions to be done entered into hereunder with any one person 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 holders 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Unless requested Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the Company to cease doing soCompany, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit 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 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 delivered, that such 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 that such Shares to the Depositary for the benefit of the Owners, and (iii) person or its customer agrees in effect to hold such Shares or Receipts in trust for the account of the Depositary until delivery of such Shares or Receipts are delivered to the same upon Depositary or the Depositary’s requestCustodian, 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, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems 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 American Depositary Shares which are outstanding at any time as a result of Pre-Releases 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 the number of Pre-Released Receipts involved in Release transactions to be done hereunder entered into under the Deposit Agreement with any one person 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 holders 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 hereunderunder the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. 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 following paragraph. Unless requested by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 2.03 of the Deposit Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 of the Deposit Agreement (“"Pre-Release”"). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered that such 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 's request, (b) at all times fully collateralized (such collateral marked to market daily) with cash, cash or U.S. Government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitygovernment 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 American Depositary Shares which are outstanding at any time as a result of 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 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 limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 holders Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the Depositary may, 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 the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 delivered, that (i) such person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightrights, 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 will not take any action with respect to hold such Shares for or Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities to be provided by the person to whom Receipts or Shares are to be delivered 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-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing soNotwithstanding Section 2.03 hereof, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement 2.02 (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt 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 are to be delivered (the “Pre-Releasee”), that such personPre-RealeaseeReleasee, 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 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 requestownersOwners, (b) at all times all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems 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 American Global Depositary Shares which are outstanding at any time as a result of Pre-Releases 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 the number of Pre-Released Receipts involved in Release transactions to be done entered intodone hereunder with any one person 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 holders 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested The Depositary may issue Receipts against evidence (including extracts from the Share Register) of the right to receive Shares from the Company. No such issuance of Receipts shall be deemed a Pre-Release (as defined below). Notwithstanding Section 2.04 hereof, unless otherwise instructed by the Company to cease doing soCompany, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement 2.03 (“a "Pre-Release”"). The Other than as contemplated by Section 2.11, the Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.06, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Other than as contemplated by Section 2.11, 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 delivered, that such 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 that such Shares to the Depositary for the benefit of the Owners, and (iii) person or its customer agrees in effect to hold such Shares or Receipts in trust for the account of the Depositary until delivery of such Shares or Receipts are delivered to the same upon Depositary or the Depositary’s requestCustodian, 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, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems 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, the number of American Depositary Shares which are outstanding at any time as a result of Pre-Releases 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 the number of Pre-Released Receipts involved in Release transactions to be done entered into hereunder with any one person 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 this Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the holders 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 hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing soNotwithstanding Section 2.03 hereof, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement 2.02 (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered (the “Pre-Releasee”) that such personPre-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, 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 or U.S. Government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitygovernment 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 American Global Depositary Shares which are outstanding at any time as a result of Pre-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 the number of Pre-Released Receipts involved in Release transactions to be done hereunder with any one person 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 holders 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Class B Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the The Depositary may, notwithstanding Section 2.3 2.03 of the Deposit Agreement, (i) execute and deliver Receipts prior to the receipt of Shares shares pursuant to Section 2.2 2.02 of the Deposit Agreement and (“ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities, including ADSs which were issued under (i) above but for which Shares may not have been received (each such transaction a "Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares under (i) above (which ADSs will promptly be canceled by the Depositary upon receipt by the Depositary) and receive Shares in lieu of ADSs under (ii) above, in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts are to be delivered (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, (i) owns the Shares shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in agrees to indicate the Depositary as owner of such Shares to the Depositary for the benefit of the Owners, or ADSs in its records and (iii) agrees in effect to hold such Shares or ADSs in trust for the account of the Depositary until delivery of such Shares or ADSs are delivered to the same upon Depositary or the Depositary’s requestCustodian, (iii) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (iv) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government government securities or such other collateral marketable securities as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems 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 Depositary will normally limit the number of American Depositary ADSs and Shares which are outstanding involved in such Pre-Release at any one time as a result of Pre-Releases will not normally exceed to thirty percent (30%) of the Shares deposited ADSs outstanding (without giving effect to ADSs outstanding under the Deposit Agreement(i) above); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems 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 may also set limits with respect to the number of ADSs and Shares involved in Pre-Released Receipts involved in Release transactions to be done hereunder with any one person on a case by case-by-case basis as it the Depositary deems appropriate, provided that such limits do not result in Pre-Release transactions that exceed the limits set forth in the Deposit Agreement. 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 above, but not the earnings thereon, shall be held by the Depositary for the benefit of the holders 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 hereunderunder the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)
PRE-RELEASE OF RECEIPTS. Unless requested Neither the Depositary nor the Custodian shall deliver Shares, by physical delivery, book entry or otherwise (other than to the Company to cease doing so, the Depositary may, notwithstanding or its agent as contemplated by Section 2.3 4.08 of the Deposit Agreement), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the receipt and cancellation of Receipts. The Depositary may issue Receipts against the delivery by the Company (or any agent of the Company recording Share ownership) of rights to receive Shares from the Company (or any agent of the Company recording Share ownership). No such issue of Receipts will be deemed a “Pre-Release” that is subject to the restrictions of the following paragraph. The Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 of the Deposit Agreement (“Pre-Release”). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 that such 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 or U.S. Government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitygovernment 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 American Depositary Shares which are outstanding at any time as a result of 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-Releases); 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 limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 holders Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Natuzzi S P A)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing soNotwithstanding Section 2.03 hereof, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, may execute and deliver Receipts prior to the receipt of Shares Stapled Securities pursuant to Section 2.2 of the Deposit Agreement 2.02 (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares Stapled Securities upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares Stapled Securities 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 Stapled Securities are to be delivered delivered, that such person, or its customer, (i) owns the Shares Stapled Securities 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, U.S. Government government securities or such other collateral as the Depositary determines, 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 Stapled Securities represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares Stapled Securities deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate and may, with the prior written consent of the CompanyWestfield Group, change such limit for purposes of general application. The Depositary will also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the Depositary may, 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 the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 that such 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, Owners and (iii) agrees in effect will not take any action with respect to hold such Shares for or Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems 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-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 limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Hannover Ruckversicherungs Aktiengesellschaft)
PRE-RELEASE OF RECEIPTS. Unless Notwithstanding Section 2.03 hereof, unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement 2.02 (“a "Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 delivered, that such 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 will not take any action with respect to hold such Shares for or Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems 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 not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set dollar limits with respect to the number of Pre-Released Receipts involved in Release transactions to be done entered into hereunder with any one person 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 holders 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 hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, 2.03 hereof execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement 2.02
(a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 delivered, that such 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 will not take any action with respect to hold such Shares for and Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems 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-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the Depositary may, 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 the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 delivered, that such 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, Owners and (iii) agrees in effect will not take any action with respect to hold such Shares for or Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-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 limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the Depositary may, 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 the Deposit Agreement (“a "Pre-Release”"). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be be
(a) preceded or accompanied by a written representation and agreement from the person to whom Receipts are to be delivered that such 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, U.S. Government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days Business Days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-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 from time to time for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Released Receipts involved in Release transactions to be done hereunder entered into under the Deposit Agreement with any one person particular Pre-Release 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 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 holders as security for the performance of the obligations Pre-Release 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 hereunderunder the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreementhereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.5, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 delivered, that such person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightrights, 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 will not take any action with respect to hold such Shares for or Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days New York 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-Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Electric Interconnection Sa Esp)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 that such person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightrights, 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 will not take any action with respect to hold such Shares for or Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days New York 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-Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). .. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Electric Interconnection Sa Esp)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, 2.03 hereof execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement 2.02 (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 delivered, that such 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 will not take any action with respect to hold such Shares for and Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems 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-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Corpbanca/Fi)
PRE-RELEASE OF RECEIPTS. Unless requested in writing 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 the Deposit Agreement (“"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered that such person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightrights, 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 will not take any action with respect to hold such Shares for or Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-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 limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Brisa-Auto-Estradas De Portugal S.A.)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing soNotwithstanding Section 2.03 hereof, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement 2.02 (“a "Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered delivered, that such 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, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit from time to time for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Released Receipts involved in Release transactions to be done entered into hereunder with any one person 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 holders 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Ojsc Polyus Gold)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement 2.02 (“Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, (icustomer,(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 or U.S. Government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitygovernment 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 American Depositary Shares which are outstanding at any time as a result of 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 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 limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 holders 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Telemig Celular Participacoes Sa)
PRE-RELEASE OF RECEIPTS. Unless requested by Notwithstanding anything to the Company contrary in this Receipt or in the Deposit Agreement but subject to cease doing sothe terms and conditions thereof, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (“a "Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 delivered, that such 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, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-Releases 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 the number of Pre-Released Receipts involved in Release transactions to be done entered into hereunder with any one person 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 holders 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 hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Consorcio Ecuatoriano De Telecommunicaciones Sa Conecel)
PRE-RELEASE OF RECEIPTS. Unless Notwithstanding Section 2.03 hereof, unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement 2.02 (“a "Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 delivered, that such person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightrights, 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 will not take any action with respect to hold such Shares for or Receipts as the account case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts as the same upon the Depositary’s requestcase may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, determines in good faith, 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-Releases 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, after consultation with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Catlin Group LTD)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 2.03 of the Deposit Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 of the Deposit Agreement (“"Pre-Release”"). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered that such 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 will not take any action with respect to hold such Shares for or Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement 2.02 (“"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered that such 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 will not take any action with respect to hold such Shares for or Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the The Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (“Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered (the Pre-Releasee) that such personthe Pre-Releasee, or its customer, (i) owns the Shares shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightrights, 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 will not take any action with respect to hold such Shares for or Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Released Receipts involved in Release transactions to be done entered into hereunder with any one person 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 holders as security for the performance of the Pre-Releasees obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasees obligation to deliver Shares 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 hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. 9.
Appears in 1 contract
Samples: Deposit Agreement (Baidu, Inc.)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement 2.02 (“Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered (the “Pre-Releasee”) that such personthe 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 or U.S. Government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitygovernment 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 American Depositary Shares which are outstanding at any time as a result of Pre-Releases PreReleases 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 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 limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any one 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 holders 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Telemig Celular Participacoes Sa)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing soNotwithstanding Section 2.3 hereof, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (“"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.5, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-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 are to be delivered that such person, or its customer, (i) beneficially owns the Shares or Receipts to be remitted, as the case may besuch Shares, (ii) assigns transfers all beneficial right, title and interest in such Shares therein to the Depositary for the benefit of the OwnersHolders, and (iii) agrees in effect to will hold such Shares in trust for the account of the Depositary until delivery Depositary, and (iv) will not take any action with respect to such Shares that is inconsistent with the Depositary's transfer of the same upon the Depositary’s requestbeneficial ownership thereof, (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-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 and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Crosswave Communications Inc /Adr/)
PRE-RELEASE OF RECEIPTS. Unless requested by The Depositary will lend neither the Company Shares held under this Deposit Agreement nor the Receipts. The Depositary reserves the right to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of 2.02 on the Deposit Agreement (“Pre-Release”). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the receipt 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 (i) Pre-released Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities in an amount equal to not less than 100% of the market value of the Pre-Released Receipts held by the Depositary for the benefit of Owners (but such collateral shall not constitute Deposited Securities), (ii) each recipient of Pre-released Receipts agrees in writing with the Depositary that such recipient (a) preceded or accompanied by a written representation from the person to whom Receipts are to be delivered that owns such person, or its customerShares, (i) owns the Shares or Receipts to be remitted, as the case may be, (iib) assigns all beneficial right, title and interest in such Shares therein to the Depositary for the benefit of the OwnersDepositary, and (iiic) agrees in effect to hold holds 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, U.S. Government securities or such other collateral as the Depositary determines, 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 will deliver such Shares to such further indemnities the Custodian as soon as practicable and credit regulations as the Depositary deems appropriate. The number promptly upon demand therefor and (iii) all Pre-released Receipts evidence not more than 20% of all American Depositary Shares which are outstanding at any time as a result of (excluding those evidenced by Pre-Releases will not normally exceed thirty percent (30%released Receipts) of or such other percentage as the Shares deposited under the Deposit Agreement; provided, however, that Company and the Depositary reserves the right to change or disregard such limit may from time to time as it reasonably deems appropriate and mayagree in writing, with the prior written consent of the Companytotal number of Shares represented by Receipts except to the extent, change if any, that such limit for purposes limitation is exceeded solely because of general applicationthe withdrawal of Deposited Securities subsequent to the execution and delivery of Pre-Released Receipts in compliance with such limitation. . The Depositary will also set limits with respect to the number of Pre-Released Receipts and Shares involved in transactions to be done hereunder with any one 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the Depositary may, 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 the Deposit Agreement (“a "Pre-Release”"). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered delivered, that such 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, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit from time to time for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Released Receipts involved in Release transactions to be done hereunder entered into under the Deposit Agreement with any one person 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 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 holders 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 Securities hereunderunder the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Ojsc Polyus Gold)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company Issuer to cease doing so, the Depositary may, notwithstanding Section 2.3 of hereof, the Deposit Agreement, Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (“"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.5, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered that such person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightrights, 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 will not take any action with respect to hold such Shares for or Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems appropriate, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-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 CompanyIssuer, change such limit for purposes of general application. The Depositary will also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Brisa-Auto-Estradas De Portugal S.A.)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the Depositary may, 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 the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 (a “Pre-Releasee”), that such personPre-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 in its capacity as such and for the benefit of the Owners, Owners and (iii) agrees in effect will not take any action with respect to hold such Shares for or Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems 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-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. Collateral provided pursuant to clause (b) above, but not the earnings thereon, shall be held for the benefit of the Owner.
Appears in 1 contract
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the The Depositary may, notwithstanding Section 2.3 2.03 of the Deposit Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 2.02 of the Deposit Agreement (“"Pre-Release”"). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, (i) owns the Shares shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightrights, 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 will not take any action with respect to hold such Shares for or Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems 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 not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Released Receipts involved in Release transactions to be done hereunder entered into under the Deposit Agreement with any one person 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 holders 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 hereunderunder the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (PT Multimedia - Servicos De Telecomunicacoes E Multimedia, SGPS, S.A.)
PRE-RELEASE OF RECEIPTS. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement2.03 hereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement 2.02 (“a "Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 delivered, that such person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightrights, 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 will not take any action with respect to hold such Shares for or Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate and may, with the prior written consent of the Company, change such limit for purposes of general applicationappropriate. The Depositary will also set dollar limits with respect to the number of Pre-Released Receipts involved in Release transactions to be done entered into hereunder with any one person 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 holders 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 hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Holcim LTD/Fi)
PRE-RELEASE OF RECEIPTS. The Depositary may issue Receipts against unconditional rights to receive Shares from the Company. No such issue of Receipts 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 2.03 hereof, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreement, may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement 2.02 (“a "Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.05, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rightrights, 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 will not take any action with respect to hold such Shares for or Receipts, as the account case may be, that is inconsistent with such transfer of beneficial ownership {including, without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be) other than in satisfaction of such Pre-Release, (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government government securities or such other collateral as the Depositary determines, 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 not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-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 the number of Pre-Released Receipts involved in Release transactions to be done entered into hereunder with any one person particular Pre-Releasee on a case by case-by-case basis as it the Depositary deems appropriateappropriate . 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 holders 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 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 2.09.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the Depositary may, 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 the Deposit Agreement (“a "Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered (the "Pre- Releasee") that such personPre-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, 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, U.S. Government government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar of 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 American Depositary Shares which are outstanding at any time as a result of Pre-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 the number of Pre-Released Receipts involved in Release transactions to be done hereunder under the Deposit Agreement with any one person 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 holders 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 Securities hereunderunder the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the Depositary may, notwithstanding Section 2.3 of the Deposit Agreementhereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (“"Pre-Release”"). The Depositary may, pursuant to Section 2.5 of the Deposit Agreement2.5, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered that such 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 's request, (b) at all times fully collateralized (such collateral marked market to market daily) with cash, U.S. Government securities Securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of American Depositary Shares which are outstanding at any time as a result of Pre-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 and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Terranova S A)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the Depositary may, 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 the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt 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 are to be delivered (the “Pre-Releasee”), that such personPre-Realeasee, 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 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 requestownersOwners, (b) at all times all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems 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 American Global Depositary Shares which are outstanding at any time as a result of Pre-Releases 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 the number of Pre-Released Receipts involved in Release transactions to be done hereunder entered into hereunderdone under the Deposit Agreement with any one person 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 holders 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 Securities hereunderhereunderunder the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the Depositary may, 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 the Deposit Agreement (a “Pre-Release”)) unless requested by the Issuer to cease doing so. The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 are to be delivered that such 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, 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 requestsame, (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems 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 not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate and may, with the prior written consent of the CompanyIssuer, change such limit for purposes of general application. The Depositary will also set limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 holders Owners as security for the performance of the obligations to deliver Shares set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Bank of New York / Adr Division)
PRE-RELEASE OF RECEIPTS. Unless requested by the Company to cease doing so, the Depositary may, 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 the Deposit Agreement (“a "Pre-Release”"). The Depositary may, pursuant to Section 2.5 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive 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 that such 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 will not take any action with respect to hold such Shares for or Receipts, as the account case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary until delivery Depositary, disposing of such Shares or Receipts, as the same upon the Depositary’s requestcase may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized (such collateral marked to market daily) with cash, U.S. Government securities cash or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and securitydeems 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 not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-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 limits with respect to the number of Pre-Released Receipts involved in transactions to be done hereunder with any 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 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 Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.
Appears in 1 contract
Samples: Deposit Agreement (Palfinger Ag)