Common use of Representations and Warranties on Deposit of Shares Clause in Contracts

Representations and Warranties on Deposit of Shares. Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant, that such Shares and each certificate therefor, if applicable, are validly issued, fully paid, nonassessable and free of any preemptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do and the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and the Shares presented for deposit have not stripped of any rights or entitlement. Every such person shall also be deemed to represent that the Shares presented for deposit are not, and the American Depositary Shares issuable upon such deposit will not be, restricted securities under the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and delivery of American Depositary Shares and the withdrawal and cancellation of the American Depositary Shares. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions reasonable necessary to correct the consequences thereof.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank Bradesco)

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Representations and Warranties on Deposit of Shares. Every person depositing Shares under the this Deposit Agreement shall be deemed thereby to represent and warrant, warrant that such Shares and each certificate therefor, if applicable, are validly issued, fully paid, nonassessable and free of any preemptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do and the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and the Shares presented for deposit have not stripped of any rights or entitlement. Every such person shall also be deemed to represent that the Shares presented for deposit are not, and the American Depositary Shares issuable upon such deposit will not be, restricted securities under the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and delivery of American Depositary Shares and the withdrawal and cancellation of the American Depositary Shares. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions reasonable reasonably necessary to correct the consequences thereof.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank Bradesco)

Representations and Warranties on Deposit of Shares. Every person depositing Shares under the this Deposit Agreement shall be deemed thereby to represent and warrant, warrant that such Shares and each certificate therefor, if applicable, are validly issued, fully paid, nonassessable and free of any preemptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do and the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and the Shares presented for deposit have not stripped of any rights or entitlement. Every such person shall also be deemed to represent that the deposit of such Shares presented for deposit are not, and the sale of American Depositary Shares issuable upon representing such deposit will Shares by that person are not be, restricted securities under the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and delivery of American Depositary Shares and the withdrawal and cancellation of the American Depositary Shares. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions reasonable reasonably necessary to correct the consequences thereof.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Representations and Warranties on Deposit of Shares. Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant, that such Shares and each certificate therefor, if applicable, are validly issued, fully paid, nonassessable and free of any preemptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do and the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and the Shares presented for deposit have not stripped of any rights or entitlement. Every such person shall also be deemed to represent that the deposit of such Shares presented for deposit are not, and the sale of American Depositary Shares issuable upon representing such deposit will Shares by that person are not be, restricted securities under the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and delivery of American Depositary Shares and the withdrawal and cancellation of the American Depositary Shares. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions reasonable necessary to correct the consequences thereof.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

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Representations and Warranties on Deposit of Shares. Every person depositing Shares under the this Deposit Agreement shall be deemed thereby to represent and warrant, warrant that such Shares and each certificate therefortherefor are duly authorized, if applicable, are validly issued, fully paid, nonassessable non-assessable and free of any preemptive rights rights, if any, of the holders of outstanding Shares, that the Shares were legally obtained by such person, and that the person making such deposit is duly authorized so to do do. Every such person shall also be deemed to represent that (i) such Shares presented for deposit are not and the Receipts evidencing the American Depositary Shares representing such Shares would not be Restricted Securities, (ii) the deposit of such Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that person are not otherwise restricted under the Securities Act, (iii) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and (iv) the Shares presented for deposit have not been stripped of any rights or entitlement. Every such person shall also be deemed to represent that the Shares presented for deposit are not, and the American Depositary Shares issuable upon such deposit will not be, restricted securities under the Securities Act of 1933entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares Shares, the issuance and delivery cancellation of American Depositary Shares in respect thereof and the withdrawal and cancellation transfer of the such American Depositary Shares. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing such Shares, to take any and all actions reasonable necessary to correct the consequences thereof.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

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