Common use of Resignation and Removal of the Depositary; Appointment of Successor Depositary Clause in Contracts

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 42 contracts

Samples: Deposit Agreement (Ps Business Parks Inc/Ca), Deposit Agreement (Ps Business Parks Inc/Ca), Deposit Agreement (Ps Business Parks Inc/Ca)

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Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the holders of Receipts. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be a bank or trust company an entity having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within in 60 days after delivery of such noticedays, the resigning or removed Depositary may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the deposited Preferred Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation or other entity into or with which the Depositary may be merged, consolidated or converted converted, or any corporation or other entity to which all or a substantial part of the assets of the Depositary may be transferred, shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate execute the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary. The provisions of this Section 5.04 as they apply to the Depositary apply to the Registrar and Transfer Agent, as if specifically enumerated herein.

Appears in 30 contracts

Samples: Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,000depositary. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within in 60 days after delivery of such noticedays, the resigning or removed Depositary may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the deposited Preferred Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation or other entity into or with which the Depositary may be merged, consolidated or converted converted, or any corporation or other entity to which all or a substantial part of the assets of the Depositary may be transferred, shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate execute the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary. The provisions of this Section 5.04 as they apply to the Depositary apply to the Registrar and Transfer Agent, as if specifically enumerated herein.

Appears in 23 contracts

Samples: Deposit Agreement (Jpmorgan Chase & Co), Deposit Agreement (Jpmorgan Chase & Co), Deposit Agreement (Jpmorgan Chase & Co)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within in 60 days after delivery of such noticedays, the resigning or removed Depositary may may, at the expense of the Company, petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, and shall duly assign, transfer and deliver all rightrights, title and interest in the deposited Preferred Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any successor Depositary depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation or other legal entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate execute the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary.

Appears in 22 contracts

Samples: Deposit Agreement (Enterprise Bancorp Inc /Ma/), Deposit Agreement (First Bancorp /Nc/), Deposit Agreement (Southern First Bancshares Inc)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within in 60 days after delivery of such noticedays, the resigning or removed Depositary may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the Stock deposited Preferred Shares and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any successor Depositary depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate execute the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary.

Appears in 20 contracts

Samples: Deposit Agreement (Capital Automotive Reit), Exhibit (Duke Realty Corp), Deposit Agreement (Colonial Properties Trust)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election to do so resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall, in the event no successor depositary has been appointed by the Company, be entitled to take effect the actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the Company of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such resignation. The Depositary may at any time be removed by the Company by written notice of such removal, which removal delivered shall be effective on the later of (i) the 90th day after delivery thereof to the Depositary, such removal Depositary (whereupon the Depositary shall be entitled to take effect the actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the Company of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such removal. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its reasonable efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such noticeManhattan, the resigning or removed City of New York. The Company shall give notice to the Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositarydepositary not more than 90 days after delivery by the Depositary of written notice of resignation or by the Company of removal, each as provided in this section. In the event that a successor depositary is not appointed or notice of the appointment of a successor depositary is not provided by the Company in accordance with the preceding sentence, the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof. Every successor Depositary depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deeddeed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessordepositary, upon payment of all sums due to it and on the written request of the Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunderhereunder (other than as contemplated in Sections 5.8 and 5.9), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding Receipts and such records, books and other information in its possession relating theretoto Receipts and Holders thereof as the successor may reasonably request. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders of Receiptssuch Holders. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 18 contracts

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

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering to the Company notice of its election to do so to the Companyso, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within in 60 days after delivery of such noticedays, the resigning or removed Depositary may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the deposited Preferred Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any successor Depositary depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate execute the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary.

Appears in 17 contracts

Samples: Deposit Agreement (Alta Equipment Group Inc.), Deposit Agreement (Alta Equipment Group Inc.), Deposit Agreement (B. Riley Financial, Inc.)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 15 contracts

Samples: Deposit Agreement (PPL Energy Supply LLC), Deposit Agreement (PPL Energy Supply LLC), Deposit Agreement (PPL Capital Funding Inc)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice via registered mail of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be a bank or trust company company, or an affiliate of a bank or trust company, having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within in 60 days after delivery of such noticedays, the resigning or removed Depositary may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any successor Depositary depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate execute the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary.

Appears in 15 contracts

Samples: Deposit Agreement (Immunomedics Inc), Deposit Agreement (McKesson Corp), Deposit Agreement (Wynn Resorts LTD)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice to the Company of its election to do so to the Companyso, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by written notice to the Depositary of such removal delivered to the Depositaryremoval, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be a bank or trust company company, or an affiliate of a bank or trust company, having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within in 60 days after delivery of such noticedays, the resigning or removed Depositary may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate execute the Receipts either in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 13 contracts

Samples: Deposit Agreement (Napster Inc), Deposit Agreement (Cell Genesys Inc), Deposit Agreement (Allos Therapeutics Inc)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 12 contracts

Samples: Deposit Agreement (Merrill Lynch & Co Inc), Deposit Agreement (Merrill Lynch & Co Inc), Deposit Agreement (Merrill Lynch & Co Inc)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within in 60 days after delivery of such noticedays, the resigning or removed Depositary may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the deposited Preferred Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any successor Depositary depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate execute the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary.

Appears in 10 contracts

Samples: Deposit Agreement (CBL & Associates Properties Inc), Deposit Agreement (CBL & Associates Properties Inc), Deposit Agreement (New Plan Excel Realty Trust Inc)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Subject to any other agreements otherwise agreed in writing between the Company and the Depositary from time to time relating to resignation and removal of the Depositary, the Depositary may at any time resign as Depositary hereunder by delivering written notice of its election to do so resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall, in the event no successor depositary has been appointed by the Company, be entitled to take effect the actions contemplated in Section 6.2 hereof) and (ii) upon the appointment by the Company of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such resignation. The Company shall use reasonable efforts to appoint such successor depositary, and give notice to the Depositary of such appointment, not more than 90 days after delivery by the Depositary of written notice of resignation as provided in this Section 5.4. In the event that notice of the appointment of a successor depositary is not provided by the Company in accordance with the preceding sentence, the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof. The Depositary may at any time be removed by the Company by written notice of such removal, which removal delivered shall be effective on the earlier of (i) the 90th day after delivery thereof to the Depositary, such removal Depositary (whereupon the Depositary shall be entitled to take effect the actions contemplated in Section 6.2 hereof), and (ii) upon the appointment by the Company of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such removal. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such noticeManhattan, the resigning or removed Depositary may petition any court City of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deeddeed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessordepositary, upon payment of all sums due to it and on the written request of the Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunderhereunder (other than as contemplated in Sections 5.8 and 5.9 hereof), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding Receipts and such records, books and other information in its possession relating theretoto Receipts and Holders thereof as the successor may reasonably request. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders of Receiptssuch Holders. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 10 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (AutoNavi Holdings LTD), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the CompanyCorporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the CompanyCorporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail or transmit by such other method approved by such successor Depositary, in its reasonable discretion, notice of its appointment to the record holders of Receipts. Any corporation entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 9 contracts

Samples: Deposit Agreement (Schwab Charles Corp), Deposit Agreement (Schwab Charles Corp), Deposit Agreement (Schwab Charles Corp)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election to do so resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall, in the event no successor depositary has been appointed by the Company, be entitled to take effect the actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the Company of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such resignation. The Depositary may at any time be removed by the Company by written notice of such removal, which removal delivered shall be effective on the later of (i) the 90th day after delivery thereof to the Depositary, such removal Depositary (whereupon the Depositary shall be entitled to take effect the actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the Company of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such removal. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such noticeManhattan, the resigning or removed City of New York. The Company shall give notice to the Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositarydepositary not more than 90 days after delivery by the Depositary of written notice of resignation or by the Company of removal, each as provided in this section. In the event that a successor depositary is not appointed or notice of the appointment of a successor depositary is not provided by the Company in accordance with the preceding sentence, the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof. Every successor Depositary depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deeddeed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessordepositary, upon payment of all sums due to it and on the written request of the Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunderhereunder (other than as contemplated in Sections 5.8 and 5.9), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding Receipts and such records, books and other information in its possession relating theretoto Receipts and Holders thereof as the successor may reasonably request. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders of Receiptssuch Holders. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further actact and, and notice thereof shall not be required hereunder. Such successor notwithstanding anything to the contrary in this Deposit Agreement, the Depositary may authenticate the Receipts assign or otherwise transfer all or any of its rights and benefits under this Deposit Agreement (including any cause of action arising in the name connection with it) to Deutsche Bank AG or any branch thereof or any entity which is a direct or indirect subsidiary or other affiliate of the predecessor Depositary or in the name of the successor DepositaryDeutsche Bank AG.

Appears in 9 contracts

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

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the holders of Receipts. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be a bank or trust company an entity having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within in 60 days after delivery of such noticedays, the resigning or removed Depositary may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the deposited Convertible Preferred Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation or other entity into or with which the Depositary may be merged, consolidated or converted converted, or any corporation or other entity to which all or a substantial part of the assets of the Depositary may be transferred, shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate execute the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary. The provisions of this Section 5.04 as they apply to the Depositary apply to the Registrar and Transfer Agent, as if specifically enumerated herein.

Appears in 9 contracts

Samples: Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the CompanyCorporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus surplus, along with its affiliates, of at least $150,000,00050,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the CompanyCorporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders Holders of Receipts. Any corporation entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the its own name of the as successor Depositary.

Appears in 8 contracts

Samples: Deposit Agreement (Allstate Corp), Deposit Agreement (Allstate Corp), Deposit Agreement (Allstate Corp)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election to do so to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on upon the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 8 contracts

Samples: Deposit Agreement (Morgan Stanley), Deposit Agreement (Morgan Stanley), Deposit Agreement (Morgan Stanley)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall at any time resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary50,000,000. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation or entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 8 contracts

Samples: Deposit Agreement (J P Morgan Chase & Co), Deposit Agreement (J P Morgan Chase & Co), Deposit Agreement (J P Morgan Chase & Co)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 7 contracts

Samples: Deposit Agreement (Old Kent Financial Corp /Mi/), Deposit Agreement (Bank of Boston Corp), Deposit Agreement (Deposit Guaranty Corp)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation entity into or with which the Depositary may be merged, consolidated or converted converted, or any entity which acquires all or substantially all of the corporate trust business of the institution serving as Depositary, shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 7 contracts

Samples: Deposit Agreement (Truist Financial Corp), Deposit Agreement (Truist Financial Corp), Deposit Agreement (Truist Financial Corp)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at Upon any time such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the holders of Receipts. If the Depositary acting hereunder shall at any time resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be (i) a bank or trust company Person having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000, or (ii) an affiliate of such a Person. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunderhereunder and agreeing to become a party to this Deposit Agreement, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the all shares of Stock deposited with such predecessor and any moneys monies or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such recordsbooks, books records and other information in its possession relating thereto. Any successor Depositary depositary shall promptly mail notice of its appointment to the record holders of all outstanding Receipts. Any corporation Person into or with which the Depositary may be merged, consolidated or converted converted, or any Person to which all or a substantial part of the assets of the Depositary may sell all or substantially all its assets, shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary. The provisions of this Section 5.04 as they apply to the Depositary shall also apply to the Registrar, as if the Registrar was specifically referenced herein.

Appears in 7 contracts

Samples: Deposit Agreement (Amtrust Financial Services, Inc.), Deposit Agreement (National General Holdings Corp.), Deposit Agreement (Amtrust Financial Services, Inc.)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice via registered mail of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 90 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be a bank or trust company company, or an affiliate of a bank or trust company, having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within 60 days after delivery of such noticein 90 days, the resigning or removed Depositary may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any successor Depositary depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate execute the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary.

Appears in 7 contracts

Samples: Deposit Agreement (Mb Financial Inc /Md), Deposit Agreement (Great Southern Capital Trust IV), Deposit Agreement (First Financial Capital Trust II)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed as Depositary by the Company by written notice of such removal delivered to the Depositary, such removal to take effect effective upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus Manhattan, The City of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, and such predecessor shall thereupon duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders Holders of Receipts. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 7 contracts

Samples: Deposit Agreement (Intercontinental Hotels Group PLC), Deposit Agreement (Mitchells & Butlers PLC), Deposit Agreement (Intercontinental Hotels Group PLC)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal delivered to the Depositary, such removal to take effect Depositary effective upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus Manhattan, The City of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, satisfactory in form and substance to the Company, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreementpredecessor; however, and such predecessor, upon payment of all sums due to it from the Company and on the written request of the Company, shall execute and deliver an instrument satisfactory in form and substance to the Company transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall deliver to such successor all materials necessary and useful to enable the successor depositary to carry out the responsibilities of the Depositary hereunder, including, but not limited to, a list of the record holders Owners of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders Owners. Notwithstanding the foregoing, any resignation or removal and appointment of Receiptsa successor Depositary shall not relieve the prior depositary or the Company from its obligations and liabilities pursuant to Section 5.08. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof it being understood that the Company shall not be required hereunder. Such successor Depositary may authenticate the Receipts informed in the name writing of the predecessor Depositary or in the name of the successor Depositarysuch an event.

Appears in 7 contracts

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

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering having notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 6 contracts

Samples: Deposit Agreement (Household International Inc), Deposit Agreement (HSBC Usa Inc /Md/), Deposit Agreement (HSBC Finance CORP)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election so to do so delivered to the CompanyIssuer, such resignation to take effect upon the appointment by the Issuer of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company Issuer by written notice of such removal delivered to the Depositary, such removal to take effect effective upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, Issuer shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus Manhattan, The City of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, Issuer shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Owners of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders of ReceiptsOwners. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 6 contracts

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

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 6 contracts

Samples: Deposit Agreement (Wells Fargo & Co/Mn), Deposit Agreement (Fuller H B Co), Deposit Agreement (Dayton Hudson Corp)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal delivered to the Depositary, such removal to take effect effective upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus Manhattan, The City of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders Holders of Receipts. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 6 contracts

Samples: Deposit Agreement (Elan Corp PLC), Deposit Agreement (Aktiebolaget Electrolux), Deposit Agreement (Bank of New York / Adr Division)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed as Depositary by the Company by ninety (90) days’ prior written notice of such removal delivered removal, which shall become effective upon the later to occur of (i) the 90th day after delivery of the notice to the Depositary, such removal to take effect upon Depositary or (ii) the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use reasonable efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus Manhattan, The City of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and predecessor; but such predecessor, nevertheless, upon payment of all sums due to it and on the written request of the Company, Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, and such predecessor shall thereupon duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Owners of all outstanding Receipts, together with copies of such records in relation to the Receipts and such records, books and other information in its possession relating theretoas the Company may reasonably request. Any such successor Depositary depositary shall promptly mail notice of its appointment within thirty (30) days to the record holders of ReceiptsOwners. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 6 contracts

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

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering ninety (90) days' prior written notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by ninety (90) days' prior written notice of such removal delivered to the Depositaryremoval, such removal to take effect which shall become effective upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus Manhattan, The City of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder Deposited Securities to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts Holders and such records, other books and other information in records maintained by such predecessor with respect to its possession relating theretofunction as Depositary hereunder. Any such successor Depositary depositary shall at its own cost promptly mail notice of its appointment to the record holders of Receiptsall Holders. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 6 contracts

Samples: Deposit Agreement (LG.Philips LCD Co., Ltd.), Deposit Agreement (LG.Philips LCD Co., Ltd.), Deposit Agreement (Woori Finance Holdings Co LTD)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of or resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and agreeing to become a party to this Deposit Agreement and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation or other entity into or with which the Depositary may be merged, consolidated or converted or to which the Depositary may sell all or substantially all of its assets shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 6 contracts

Samples: Deposit Agreement (Amerigroup Corp), Deposit Agreement (Axis Capital Holdings LTD), Deposit Agreement (Amerigroup Corp)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be a bank or trust company an entity having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within in 60 days after delivery of such noticedays, the resigning or removed Depositary may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the deposited Preferred Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation or other entity into or with which the Depositary may be merged, consolidated or converted converted, or any corporation or other entity to which all or a substantial part of the assets of the Depositary may be transferred, shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate execute the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary. The provisions of this Section 5.04 as they apply to the Depositary apply to the Registrar and Transfer Agent, as if specifically enumerated herein.

Appears in 6 contracts

Samples: Deposit Agreement (Jpmorgan Chase & Co), Deposit Agreement (Jpmorgan Chase & Co), Deposit Agreement (Jpmorgan Chase & Co)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice via registered mail of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 45 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be a bank or trust company company, or an affiliate of a bank or trust company, having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within 60 days after delivery of such noticein 45 days, the resigning or removed Depositary may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any successor Depositary depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate execute the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary.

Appears in 6 contracts

Samples: Deposit Agreement (Joy Global Inc), Deposit Agreement (Plum Creek Timber Co Inc), Deposit Agreement (Sunamerica Capital Trust Iv)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall at any time resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders Record Holders of all outstanding Receipts and such records, books and other information in its possession relating theretoDepositary Shares. Any successor Depositary shall promptly mail notice of its appointment to the record holders Record Holders of ReceiptsDepositary Shares. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 5 contracts

Samples: Deposit Agreement (Primus Guaranty LTD), Deposit Agreement (Ati Financing Ii), Deposit Agreement (Jefferies Group Inc /De/)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election to do so to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on upon the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate execute the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 5 contracts

Samples: Deposit Agreement (Morgan Stanley), Deposit Agreement (Morgan Stanley), Deposit Agreement (Morgan Stanley)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 sixty (60) days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be (i) a bank or trust company Person having its principal office in the United States of America and having a combined capital and surplus surplus, along with its Affiliates, of at least $150,000,00050,000,000 or (ii) an Affiliate of any such Person. In the event of such removal or resignation, the Company will appoint a successor depositary and inform the Depositary of the name and address of any successor depositary so appointed; provided that the Company shall use its reasonable best efforts to ensure that there is at all relevant times when the Preferred Shares is outstanding, a person or entity appointed and serving as the Depositary; provided, further, that no failure by the Company to appoint such a successor depositary shall affect the termination of this Deposit Agreement or the discharge of the Company and the Depositary as depositary hereunder. Upon payment of all outstanding fees and expenses hereunder, the Depositary shall promptly forward to the successor depositary or its designee any shares of stock held by it and any certificates, letters, notices and other document that the Depositary may receive after its appointment has so terminated. If no successor Depositary shall have been so appointed and have accepted appointment within 60 sixty (60) days after delivery of such notice, any Record Holder of Receipts hereunder or the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock shares of the Preferred Shares and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail or transmit by such other method approved by such successor Depositary, in its reasonable discretion, notice of its appointment to the record holders Record Holders of Receipts. Any corporation Person into or with which the Depositary may be merged, consolidated or converted converted, or any Person to which all or a substantial part of the assets of the Depositary may be transferred or which succeeds to the shareholder services business of the Depositary shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the its own name as successor Depositary. The removal or resignation of the successor DepositaryDepositary shall automatically be deemed to be a removal of the Depositary as Registrar and Transfer Agent herein without any further act or deed.

Appears in 5 contracts

Samples: Deposit Agreement (SVB Financial Group), Deposit Agreement (SVB Financial Group), Deposit Agreement (SVB Financial Group)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice to the Company of its election to do so to the Companyso, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by written notice to the Depositary of such removal delivered to the Depositaryremoval, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be a bank or trust company company, or an affiliate of a bank or trust company, having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within in 60 days after delivery of such noticedays, the resigning or removed Depositary may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any successor Depositary depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate execute the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary.

Appears in 5 contracts

Samples: Deposit Agreement (Masco Corp /De/), Deposit Agreement (Masco Corp /De/), Deposit Agreement (Masco Corp /De/)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall at any time resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary50,000,000. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 5 contracts

Samples: Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (Fleet Financial Group Inc)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 5 contracts

Samples: Deposit Agreement (Bb&t Corp), Deposit Agreement (Associated Banc-Corp), Deposit Agreement (Associated Banc-Corp)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal delivered to the Depositary, such removal to take effect effective upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus Manhattan, The City of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Owners of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders of ReceiptsOwners. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 4 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (PT Multimedia - Servicos De Telecomunicacoes E Multimedia, SGPS, S.A.)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the CompanyCorporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company Corporation having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the CompanyCorporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail or transmit by such other method approved by such successor Depositary, in its reasonable discretion, notice of its appointment to the record holders of Receipts. Any corporation entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 4 contracts

Samples: Deposit Agreement (Schwab Charles Corp), Deposit Agreement (Schwab Charles Corp), Deposit Agreement (Schwab Charles Corp)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition peti- tion any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 4 contracts

Samples: Deposit Agreement (First Industrial Realty Trust Inc), Deposit Agreement (First Industrial Realty Trust Inc), Deposit Agreement (First Industrial Realty Trust Inc)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. (a) The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. . (b) The Depositary may at any time be removed by the Company by written notice of such removal delivered removal, to the Depositary, such removal to take effect become effective upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. . (c) In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use reasonable efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus Manhattan, The City of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and predecessor; but such predecessor, nevertheless, upon payment of all sums due to it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, and such predecessor shall thereupon duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Owners of all outstanding Receipts and American Depositary Shares, together with copies of such records, books and other information records maintained by such predecessor in its possession relating theretorelation to the American Depositary Shares as the Company may reasonably request. Any such successor Depositary depositary shall promptly mail notice of its appointment within thirty (30) days to the record holders of Receipts. Owners. (d) Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 4 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (America Movil Sa De Cv/)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election so to do so delivered to the Company, such resignation to take effect Issuer effective upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company Issuer by written notice of such removal delivered to the Depositary, such removal to take effect effective upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, Issuer shall use its reasonable efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus Manhattan, The City of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall open an Investor Account with the Dematerialised Securities System, where the Deposited Securities shall be transferred, shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the CompanyIssuer, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, such predecessor shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Owners of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any such successor Depositary depositary shall promptly mail notice of its appointment within 30 days to the record holders Owners. The Depositary will not charge a fee for cancellation of ReceiptsReceipts and withdrawal of Shares, if any, caused solely by the appointment and qualification of a successor depositary. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 4 contracts

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

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election so to do so delivered to the Company, and subject to Section 6.02 such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed as Depositary under this Deposit Agreement by the Company by notice of such removal delivered written notice, given to the DepositaryDepositary and subject to Section 6.02, such removal to take effect effective upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company, unless the Company shallshall desire the termination of this Deposit Agreement as provided in Section 6.02, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus Manhattan, The City of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Owners of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders of ReceiptsOwners. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 4 contracts

Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (Rio Tinto LTD), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal delivered to the Depositary, such removal to take effect Depositary effective upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its reasonable best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having Manhattan, The City of New York; provided, however, that in the case of a combined capital and surplus of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such noticeresignation by the Depositary, the resigning or removed Depositary may petition any court of competent jurisdiction for the Company's "best efforts" obligation to appoint a replacement depositary shall be limited to an appointment of a successor Depositarywhich is on terms no less favorable than those contained herein and at no greater expense as set forth in Section 5.09 hereto. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, satisfactory in form and substance to the Company, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreementpredecessor; however, and such predecessor, upon payment of all sums due to it from the Company and on the written request of the Company, shall execute and deliver an instrument satisfactory in form and substance to the Company transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall deliver to such successor all materials necessary and useful to enable the successor depositary to carry out the responsibilities of the Depositary hereunder, including, but not limited to, a list of the record holders Owners of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders Owners. Notwithstanding the foregoing, any resignation or removal and appointment of Receiptsa successor Depositary shall not relieve the prior depositary or the Company from its obligations and liabilities pursuant to Section 5.08. Any corporation into or with which the Depositary may be merged, converted or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof it being understood that the Company shall not be required hereunder. Such successor Depositary may authenticate the Receipts informed in the name writing of the predecessor Depositary or in the name of the successor Depositarysuch an event.

Appears in 4 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (American Beverage Co Ambev), Deposit Agreement (American Beverage Co Ambev)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering upon 90 days written notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by upon 90 days written notice of such removal delivered to the Depositary, such removal to take effect effective upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus Manhattan, The City of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunderhereunder and a new foreign exchange agreement among the Central Bank, the Company and such successor depositary, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Holders of all outstanding Receipts ADSs and such records, other books and other information in records maintained by such predecessor with respect to its possession relating theretofunction as Depositary hereunder. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders Holders. The Depositary agrees that it will, after the appointment of Receiptsany successor depositary, continue to cooperate with the Company and such successor depositary to arrange for the execution of an amendment to or a replacement of the Foreign Exchange Contracts, and the Depositary shall be reimbursed for its reasonable out of pocket expenses in connection therewith. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 4 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Enersis S.A.), Deposit Agreement (Citibank,N.A./ADR)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so delivered to the CompanyBank, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company Bank by written notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company Bank shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be (i) a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000 or (ii) an Affiliate of any such bank or trust company. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within 60 days after delivery of such the date of the applicable notice, the resigning or removed Depositary may may, at the expense of the Bank, petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company Bank an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the CompanyBank, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the Stock deposited Preferred Shares and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any successor Depositary depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate execute the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary.

Appears in 4 contracts

Samples: Deposit Agreement (Merrill Lynch & Co Inc), Deposit Agreement (Merrill Lynch & Co Inc), Deposit Agreement (Bank of America Corp /De/)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering ninety (90) days’ prior written notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by ninety (90) days’ prior written notice of such removal delivered to the Depositaryremoval, such removal to take effect which shall become effective upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus Manhattan, The City of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder Deposited Securities to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts Holders and such records, other books and other information in records maintained by such predecessor with respect to its possession relating theretofunction as Depositary hereunder. Any such successor Depositary depositary shall at its own cost promptly mail distribute notice of its appointment to the record holders of Receiptsall Holders. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 4 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Woori Bank)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. (a) The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. . (b) The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. . (c) In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 45 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,000America. If no Each successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the Stock stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders Record Holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any successor Depositary depositary shall promptly mail notice of its appointment to the record holders Record Holders of Receipts. . (d) Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate the Receipts in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary.

Appears in 4 contracts

Samples: Deposit Agreement (Sensormatic Electronics Corp), Deposit Agreement (Intermedia Communications of Florida Inc), Deposit Agreement (Intermedia Communications Inc)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election to do so resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall, in the event no successor depositary has been appointed by the Company, be entitled to take effect the actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the Company of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such resignation. The Depositary may at any time be removed by the Company by written notice of such removal, which removal delivered shall be effective on the later of (i) the 90th day after delivery thereof to the Depositary, such removal Depositary (whereupon the Depositary shall be entitled to take effect the actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the Company of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such removal. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its reasonable commercial efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such noticeManhattan, the resigning or removed City of New York. The Company shall give notice to the Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositarydepositary not more than 90 days after delivery by the Depositary of written notice of resignation or by the Company of removal, each as provided in this section. In the event that a successor depositary is not appointed or notice of the appointment of a successor depositary is not provided by the Company in accordance with the preceding sentence, the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof. Every successor Depositary depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deeddeed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessordepositary, upon payment of all sums due to it and on the written request of the Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunderhereunder (other than as contemplated in Sections 5.8 and 5.9), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding Receipts and such records, books and other information in its possession relating theretoto Receipts and Holders thereof as the successor may reasonably request. Any such successor Depositary depositary shall promptly mail notice of its appointment to such Holders. If the record holders of ReceiptsCompany shall have used its reasonable commercial efforts to appoint a successor depositary it shall have no liability to Holders or Beneficial Owners for any failure to appoint such a successor. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 4 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Genmab a/S), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the CompanyCorporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the CompanyCorporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Series A Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders Record Holders of Receipts. Any corporation entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the its own name of the as successor Depositary.

Appears in 4 contracts

Samples: Deposit Agreement (Zions Bancorporation, National Association /Ut/), Deposit Agreement (Us Bancorp \De\), Deposit Agreement (Us Bancorp \De\)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering 30 days’ written notice of its election to do so to the CompanyCorporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided, but in no event later than 30 days after delivery of such written notice. The Depositary may at any time be removed by the Company Corporation by 30 days’ written notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided, but in no event later than 30 days after delivery of such written notice. In case at any time the Depositary acting hereunder shall resign or be removed, the Company Corporation shall, within 60 30 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company an entity having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000; provided, that the Corporation shall use its commercially reasonable efforts to ensure that there is at all relevant times when the Preferred Stock is outstanding a Person appointed and serving as the Depositary. If no successor Depositary shall have been so appointed and have accepted appointment within 60 30 days after delivery of such notice, any Record Holder or Receipts hereunder or the resigning or removed Depositary may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the CompanyCorporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the deposited Preferred Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail (or otherwise transmit by an authorized method) notice of its appointment to the record holders Record Holders of Receipts. Any corporation Person into or with which the Depositary may be merged, consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the its own name of the as successor Depositary. The provisions of this Section 5.4 as they apply to the Depositary apply to the Registrar and Transfer Agent as if specifically enumerated herein.

Appears in 4 contracts

Samples: Deposit Agreement (American Equity Investment Life Holding Co), Deposit Agreement (American Equity Investment Life Holding Co), Deposit Agreement (American Equity Investment Life Holding Co)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election to do so to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on upon the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 4 contracts

Samples: Deposit Agreement (Morgan Stanley Finance PLC), Deposit Agreement (Comcast Corp), Deposit Agreement (Dean Witter Discover & Co)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. (a) The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. . (b) The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. Upon any such removal or appointment, the Company shall send notice thereof by electronic mail or first-class mail, postage prepaid, to the holders of Receipts. (c) In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be a bank or trust company an entity having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within in 60 days after delivery of such noticedays, the resigning or removed Depositary may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the deposited Preferred Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. . (d) Any corporation or other entity into or with which the Depositary may be merged, consolidated or converted converted, or any corporation or other entity to which all or a substantial part of the assets of the Depositary may be transferred, shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate execute the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary. (e) The provisions of this Section 5.04 as they apply to the Depositary apply to the Registrar and Transfer Agent, as if specifically enumerated herein.

Appears in 4 contracts

Samples: Deposit Agreement (MainStreet Bancshares, Inc.), Deposit Agreement (Fifth Third Bancorp), Deposit Agreement (Fifth Third Bancorp)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Subject to any other agreements otherwise agreed in writing between the Company and the Depositary from time to time relating to resignation and removal of the Depositary, the Depositary may at any time resign as Depositary hereunder by delivering written notice of its election to do so resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall, in the event no successor depositary has been appointed by the Company, be entitled to take effect the actions contemplated in Section 6.2), or (ii) upon the appointment by the Company of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such resignation. The Company shall use reasonable efforts to appoint such successor depositary, and give notice to the Depositary of such appointment, not more than 90 days after delivery by the Depositary of written notice of resignation as provided in this paragraph. In the event that notice of the appointment of a successor depositary is not provided by the Company in accordance with the preceding sentence, the Depositary shall be entitled to take the actions contemplated in Section 6.2. The Depositary may at any time be removed by the Company by written notice of such removal, which removal delivered shall be effective on the later of (i) the 90th day after delivery thereof to the Depositary, such removal Depositary (whereupon the Depositary shall be entitled to take effect the actions contemplated in Section 6.2), or (ii) upon the appointment by the Company of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such removal. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such noticeManhattan, the resigning or removed Depositary may petition any court City of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deeddeed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessordepositary, upon payment of all sums due to it and on the written request of the Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunderhereunder (other than as contemplated in Sections 5.8 and 5.9), shall duly (ii)duly assign, transfer and deliver all right, title and interest in to the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding Receipts and such records, books and other information in its possession relating theretoto Receipts and Holders thereof as the successor may reasonably request. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders of Receiptssuch Holders. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 4 contracts

Samples: Deposit Agreement (China Digital TV Holding Co., Ltd.), Deposit Agreement (Longtop Financial Technologies LTD), Deposit Agreement (China Digital TV Holding Co., Ltd.)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the holders of Receipts. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be a bank or trust company an entity having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within in 60 days after delivery of such noticedays, the resigning or removed Depositary may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the Stock deposited Preferred Shares and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation or other entity into or with which the Depositary may be merged, consolidated or converted converted, or any corporation or other entity to which all or a substantial part of the assets of the Depositary may be transferred, shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate execute the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary. The provisions of this Section 5.04 as they apply to the Depositary apply to the Registrar and Transfer Agent, as if specifically enumerated herein.

Appears in 4 contracts

Samples: Deposit Agreement (Arch Capital Group Ltd.), Deposit Agreement (Arch Capital Group Ltd.), Deposit Agreement (Arch Capital Group Ltd.)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the holders of Receipts. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be a bank or trust company an entity having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within in 60 days after delivery of such noticedays, the resigning or removed Depositary may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the Stock deposited Preference Shares and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation or other entity into or with which the Depositary may be merged, consolidated or converted converted, or any corporation or other entity to which all or a substantial part of the assets of the Depositary may be transferred, shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate execute the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary. The provisions of this Section 5.04 as they apply to the Depositary apply to the Registrar and Transfer Agent, as if specifically enumerated herein.

Appears in 4 contracts

Samples: Deposit Agreement (Enstar Group LTD), Deposit Agreement (Enstar Group LTD), Deposit Agreement (Validus Holdings LTD)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election so to do so delivered to the Company, such resignation to take effect Issuer effective upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company Issuer by 60 days prior written notice of such removal delivered removal, to become effective upon the later of (i) the 60th day after delivery of the notice to the Depositary, such removal to take effect upon Depositary and (ii) the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, Issuer shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company Issuer having its principal an office in the United States Borough of America and having a combined capital and surplus Manhattan, The City of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the CompanyIssuer, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Owners of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders of ReceiptsOwners. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act. Upon the occurrence of any such merger or consolidation, the Issuer may remove the Depositary in accordance with the foregoing procedures. The removal of the Depositary in conjunction with the appointment of any such successor depositary and notice thereof its acceptance of such appointment shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name constitute a termination of the predecessor Depositary or in the name of the successor Depositarythis Deposit Agreement.

Appears in 4 contracts

Samples: Deposit Agreement (Irsa Propiedades Comerciales S.A.), Deposit Agreement (Irsa Propiedades Comerciales S.A.), Deposit Agreement (Irsa Propiedades Comerciales S.A.)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the CompanyCorporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign resigns or be is removed, the Company Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no successor Depositary shall have has been so appointed and have has accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become becomes fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall will be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the CompanyCorporation, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted shall will be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall is not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 3 contracts

Samples: Deposit Agreement (Lodgenet Interactive Corp), Deposit Agreement (Lodgenet Entertainment Corp), Deposit Agreement (General Motors Corp)

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Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time may resign as Depositary hereunder by delivering notice of its election so to do so be delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time may be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect only upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall at any time resign or be removed, the Company shallCompany, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,0005,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer transfer, and deliver all right, title title, and interest in the Stock Shares and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders Record Holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any successor Depositary shall promptly mail notice of its appointment to the record holders Record Holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated consolidated, or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 3 contracts

Samples: Deposit Agreement (RJF Capital Trust III), Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (Bank of America Corp /De/)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election so to do so delivered to the CompanyIssuer, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed as Depositary by the Company Issuer by written notice of such removal delivered to the Depositary, such removal to take effect effective upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, Issuer shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus Manhattan, The City of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, Issuer shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Owners of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders Owners of Receipts. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 3 contracts

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

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by 90 days’ prior written notice of such removal delivered removal, to become effective upon the later of (i) the 90th day after delivery of the notice to the Depositary, such removal to take effect upon Depositary or (ii) the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its reasonable best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositarycompany. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Owners of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders of ReceiptsOwners. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Pampa Energy Inc.), Deposit Agreement (Pampa Energy Inc.)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. . (a) In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within in 60 days after delivery of such noticedays, the resigning or removed Depositary at the expense of the Company may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the Stock deposited Preferred Shares and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any successor Depositary depositary shall promptly mail notice of its appointment to the record holders of Receipts. . (b) Any corporation or association into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate execute the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary.

Appears in 3 contracts

Samples: Deposit Agreement (Weingarten Realty Investors /Tx/), Deposit Agreement (Weingarten Realty Investors /Tx/), Deposit Agreement (Weingarten Realty Investors /Tx/)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the holders of Receipts. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be (i) a bank or trust company having its principal office in the United States of America and having a combined capital and surplus surplus, together with its affiliates, of at least $150,000,00050,000,000 or (ii) an affiliate of a person specified in clause (i). If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within in 60 days after delivery of such noticedays, the resigning or removed Depositary may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the Stock deposited Preference Shares and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation or other entity into or with which the Depositary may be merged, consolidated or converted converted, or any corporation or other entity to which all or a substantial part of the assets of the Depositary may be transferred, shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate execute the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary. The provisions of this Section 5.04 as they apply to the Depositary apply to the Registrar and Transfer Agent, as if specifically enumerated herein.

Appears in 3 contracts

Samples: Deposit Agreement (Aspen Insurance Holdings LTD), Deposit Agreement (Renaissancere Holdings LTD), Deposit Agreement (Aspen Insurance Holdings LTD)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. (a) The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the CompanyCorporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. . (b) The Depositary may at any time be removed by the Company Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. . (c) In case at any time the Depositary acting hereunder shall resign or be removed, the Company Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company Person having its principal office in the United States of America and having a combined capital and surplus surplus, along with its Affiliates, of at least $150,000,00050,000,000. In the event of such removal or resignation, the Corporation will appoint a successor depositary and inform the Depositary of the name and address of any successor depositary so appointed, provided that no failure by the Corporation to appoint such a successor depositary shall affect the termination of this Deposit Agreement or the discharge of the Depositary as depositary hereunder. Upon payment of all outstanding fees and expenses hereunder, the Depositary shall promptly forward to the successor depositary or its designee any shares of stock held by it and any certificates, letters, notices and other document that the Depositary may receive after its appointment has so terminated. (d) If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the CompanyCorporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Series C Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. . (e) Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation Person into or with which the Depositary may be merged, consolidated or converted converted, or any Person to which all or a substantial part of the assets of the Depositary may be transferred or which succeeds to the shareholder services business of the Depositary shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the its own name of the as successor Depositary.

Appears in 3 contracts

Samples: Deposit Agreement (Sterling Bancorp), Deposit Agreement (New York Community Bancorp Inc), Deposit Agreement (Astoria Financial Corp)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation entity into or with which the Depositary may be merged, consolidated or converted or any entity succeeding to all or substantially all of the Depositary’s trust business shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the its own name of the as successor Depositary.

Appears in 3 contracts

Samples: Deposit Agreement (First Horizon Corp), Deposit Agreement (First Horizon National Corp), Deposit Agreement (First Horizon National Corp)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the CompanyCorporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having that (a) is not an affiliate of the Corporation, (b) has its principal office in the United States of America and having (c) has, together with its affiliates, a combined capital and surplus of at least $150,000,00050,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the CompanyCorporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Mandatory Convertible Preferred Stock and any moneys moneys, securities or other property held hereunder to such successor, and shall deliver to such successor Depositary a list of the record holders Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders Record Holders of Receipts. Any corporation entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the its own name of the as successor Depositary. The provisions of this Section 5.04 as they apply to the Depositary apply to the Registrar and Transfer Agent, as if specifically enumerated herein.

Appears in 3 contracts

Samples: Deposit Agreement (Kinder Morgan, Inc.), Deposit Agreement (Stericycle Inc), Deposit Agreement (Southwestern Energy Co)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 45 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be a bank or trust company, or an affiliate of a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within 60 days after delivery of such noticein 45 days, the resigning or removed Depositary may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the Preferred Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such recordsother records respecting the Receipts, books the Depositary Shares and other information the Preferred Stock as the successor shall require in order to perform its possession relating theretoduties. Any successor Depositary depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted converted, or to which the Depositary transfers all or substantially all of its corporate trust business, shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate execute the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary.

Appears in 3 contracts

Samples: Deposit Agreement (Tele Communications Inc /Co/), Deposit Agreement (Tele Communications Inc /Co/), Deposit Agreement (Tele Communications Inc /Co/)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the CompanyCorporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be (i) a bank or trust company having its principal office in the United States of America and having a combined capital and surplus surplus, along with its affiliates, of at least $150,000,00050,000,000 or (ii) an Affiliate of a Person specified in clause (i). If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the CompanyCorporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders Holders of Receipts. Any corporation entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the its own name of the as successor Depositary. The provisions of this Section 5.4 as they apply to the Depositary apply to the Registrar and Transfer Agent as if specifically enumerated herein.

Appears in 3 contracts

Samples: Deposit Agreement (Equitable Holdings, Inc.), Deposit Agreement (Equitable Holdings, Inc.), Deposit Agreement (AXA Equitable Holdings, Inc.)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election selection so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal delivered to the Depositary, such removal to take effect effective upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus Manhattan, The City of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders Holders of Receipts. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 3 contracts

Samples: Deposit Agreement (Ericsson Lm Telephone Co), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Ericsson Lm Telephone Co)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the holders of Receipts. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be a bank or trust company an entity having its principal office in the United States of America and having a combined capital and surplus (together with its affiliates) of at least $150,000,00050,000,000. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within in 60 days after delivery of such noticedays, the resigning or removed Depositary may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the deposited Preferred Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation or other entity into or with which the Depositary may be merged, consolidated or converted converted, or any corporation or other entity to which all or a substantial part of the assets of the Depositary may be transferred, shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate execute the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary. The provisions of this Section 5.04 as they apply to the Depositary apply to the Registrar and Transfer Agent, as if specifically enumerated herein.

Appears in 3 contracts

Samples: Deposit Agreement (AGNC Investment Corp.), Deposit Agreement (AGNC Investment Corp.), Deposit Agreement (AGNC Investment Corp.)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election to do so resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall, in the event no successor depositary has been appointed by the Company, be entitled to take effect the actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the Company of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such resignation. The Depositary may at any time be removed by the Company by written notice of such removal, which removal delivered shall be effective on the later of (i) the 90th day after delivery thereof to the Depositary, such removal Depositary (whereupon the Depositary shall be entitled to take effect the actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the Company of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such removal. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such noticeManhattan, the resigning or removed City of New York. The Company shall give notice to the Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositarydepositary not more than 90 days after delivery by the Depositary of written notice of resignation or by the Company of removal, each as provided in this section. In the event that a successor depositary is not appointed or notice of the appointment of a successor depositary is not provided by the Company in accordance with the preceding sentence, the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof. Every successor Depositary depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deeddeed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessordepositary, upon payment of all sums due to it and on the written request of the Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunderhereunder (other than as contemplated in Sections 5.8 and 5.9), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding Receipts and such records, books and other information in its possession relating theretoto Receipts and Holders thereof as the successor may reasonably request. Any such successor Depositary depositary shall promptly mail notice of its appointment to such Holders. If the record holders of ReceiptsCompany shall have used its reasonable efforts to appoint a successor depositary it shall have no liability to Holders for any failure to appoint such a successor. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 3 contracts

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

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the CompanyCorporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the CompanyCorporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Series H Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders Record Holders of Receipts. Any corporation entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the its own name of the as successor Depositary.

Appears in 3 contracts

Samples: Deposit Agreement (Zions Bancorporation, National Association /Ut/), Deposit Agreement (Zions Bancorporation /Ut/), Deposit Agreement (Us Bancorp \De\)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Subject to any other agreements otherwise agreed in writing between the Company and the Depositary from time to time relating to resignation and removal of the Depositary, the Depositary may at any time resign as Depositary hereunder by delivering written notice of its election to do so resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall, in the event no successor depositary has been appointed by the Company, be entitled to take effect the actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the Company of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such resignation. The Company shall use reasonable efforts to appoint such successor depositary, and give notice to the Depositary of such appointment, not more than 90 days after delivery by the Depositary of written notice of resignation as provided in this paragraph. In the event that notice of the appointment of a successor depositary is not provided by the Company in accordance with the preceding sentence, the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof. The Depositary may at any time be removed by the Company by written notice of such removal, which removal delivered shall be effective on the later of (i) the 90th day after delivery thereof to the Depositary, such removal Depositary (whereupon the Depositary shall be entitled to take effect the actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the Company of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such removal. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such noticeManhattan, the resigning or removed Depositary may petition any court City of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deeddeed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessordepositary, upon payment of all sums due to it and on the written request of the Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunderhereunder (other than as contemplated in Sections 5.8 and 5.9), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding Receipts and such records, books and other information in its possession relating theretoto Receipts and Holders thereof as the successor may reasonably request. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders of Receiptssuch Holders. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 3 contracts

Samples: Deposit Agreement (New Oriental Education & Technology Group Inc.), Deposit Agreement (New Oriental Education & Technology Group Inc.), Deposit Agreement (New Oriental Education & Technology Group Inc.)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the CompanyCorporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the CompanyCorporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Series G Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders Record Holders of Receipts. Any corporation entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the its own name of the as successor Depositary.

Appears in 3 contracts

Samples: Deposit Agreement (Zions Bancorporation, National Association /Ut/), Deposit Agreement (Zions Bancorporation /Ut/), Deposit Agreement (Us Bancorp \De\)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering to the Company notice of its election to do so to the Companyso, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within in 60 days after delivery of such noticedays, the resigning or removed Depositary may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the deposited Preferred Stock and any moneys money or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any successor Depositary depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate execute the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary.

Appears in 3 contracts

Samples: Deposit Agreement (National Retail Properties, Inc.), Deposit Agreement (National Retail Properties, Inc.), Deposit Agreement (National Retail Properties, Inc.)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal delivered to the Depositary, such removal to take effect effective upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use reasonable efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus Manhattan, The City of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreementpredecessor; however, and such predecessor, nevertheless, upon payment of all sums due to it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Owners of all outstanding Receipts and such records, books and other information in its possession relating theretoa copy of all records that the Depositary is required by law to maintain. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders of ReceiptsOwners. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 3 contracts

Samples: Deposit Agreement (France Telecom /), Deposit Agreement (France Telecom /), Deposit Agreement (France Telecom /)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the CompanyCorporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. Notwithstanding the foregoing, the Depositary’s resignation or removal under this Section 5.04 will take effect no more than 90 days following the delivery of notice hereunder. In case at any time the Depositary acting hereunder shall resign or be removed, the Company Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having that (a) is not an affiliate of the Corporation, (b) has its principal office in the United States of America and having (c) has a combined capital and surplus surplus, along with its affiliates, of at least $150,000,00050,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may may, at the Corporation’s expense, petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the CompanyCorporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Mandatory Convertible Preferred Stock and any moneys moneys, securities or other property held hereunder to such successor, and shall deliver to such successor Depositary a list of the record holders Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail send notice of its appointment to the record holders Record Holders of Receipts. Any corporation entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the its own name of the as successor Depositary. The provisions of this Section 5.04 as they apply to the Depositary apply to the Registrar and Transfer Agent, as if specifically enumerated herein.

Appears in 3 contracts

Samples: Deposit Agreement (Becton Dickinson & Co), Deposit Agreement (Becton Dickinson & Co), Deposit Agreement (Great Plains Energy Inc)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election to do so resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall, in the event no successor depositary has been appointed by the Company, be entitled to take effect the actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the Company of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such resignation. The Depositary may at any time be removed by the Company by written notice of such removal, which removal delivered shall be effective on the later of (i) the 90th day after delivery thereof to the Depositary, such removal Depositary (whereupon the Depositary shall be entitled to take effect the actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the Company of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such removal. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such noticeManhattan, the resigning or removed City of New York. The Company shall give notice to the Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositarydepositary not more than 90 days after delivery by the Depositary of written notice of resignation or by the Company of removal, each as provided in this section. In the event that a successor depositary is not appointed or notice of the appointment of a successor depositary is not provided by the Company in accordance with the preceding sentence, the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof. Every successor Depositary depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deeddeed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessordepositary, upon payment of all sums due to it and on the written request of the Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunderhereunder (other than as contemplated in Sections 5.8 and 5.9), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding Receipts and such records, books and other information in its possession relating theretoto Receipts and Holders thereof as the successor may reasonably request. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders of Receiptssuch Holders. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further actact and, and notice thereof shall not be required hereunder. Such successor notwithstanding anything to the contrary in this Deposit Agreement, the Depositary may authenticate the Receipts assign or otherwise transfer all or any of its rights and benefits under this Deposit Agreement(including any cause of action arising in the name connection with it) to Deutsche Bank AG or any branch thereof or any entity which is a direct or indirect subsidiary or other affiliate of the predecessor Depositary or in the name of the successor DepositaryDeutsche Bank AG.

Appears in 3 contracts

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

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal delivered to the Depositary, such removal to take effect effective upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after shall use its best efforts that are reasonable under the delivery of the notice of resignation or removal, as the case may be, circumstances to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus Manhattan, The City of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreementpredecessor; however, and such predecessor, nevertheless, upon payment of all sums due to it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Owners of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders of ReceiptsOwners. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 3 contracts

Samples: Deposit Agreement (Scor), Deposit Agreement (Scor), Deposit Agreement (Scor)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the holders of Receipts. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be a bank or trust company an entity having its principal office in the United States of America and having a combined capital and surplus (when combined with each of its direct and indirect parents and subsidiaries) of at least $150,000,00050,000,000. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within in 60 days after delivery of such noticedays, the resigning or removed Depositary may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the deposited Preferred Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation or other entity into or with which the Depositary may be merged, consolidated or converted converted, or any corporation or other entity to which all or a substantial part of the assets of the Depositary may be transferred, shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate execute the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor depositary. The provisions of this Section 5.04 as they apply to the Depositary apply to the Depositary’s Agents, Calculation Agent, Registrar and Transfer Agent, as if specifically enumerated herein.

Appears in 2 contracts

Samples: Deposit Agreement (American Express Co), Deposit Agreement (American Express Co)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election so to do so be delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary and its such successor's written acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary and its such successor's written acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall at any time resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least [$150,000,00050,000,000]. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders Record Holders of all outstanding Receipts and such records, books and other information in its possession relating theretoDepositary Shares. Any successor Depositary shall promptly mail notice of its appointment to the record Record Holders of Depositary Shares. Thereafter, any predecessor Depositary shall deliver any correspondence received from any holders of ReceiptsDepositary Shares to the successor Depositary. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Del Webb Corp), Deposit Agreement (Del Webb Corp)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the CompanyCorporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus surplus, along with its affiliates, of at least $150,000,00050,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the CompanyCorporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Series D Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the its own name of the as successor Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Banc of California, Inc.), Deposit Agreement (City National Corp)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. (a) The Depositary may at any time resign as Depositary hereunder by delivering notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. . (b) The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. . (c) In case at any time the Depositary acting hereunder shall at any time resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary50,000,000. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunderhereunder and agreeing to become a party to this Agreement, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys monies or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. . (d) Any corporation or other entity into or with which the Depositary may be merged, consolidated or converted converted, or to which the Depositary may sell all or substantially all its assets, shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (S&t Bancorp Inc), Deposit Agreement (S&t Bancorp Inc)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by 150 days prior written notice of such removal delivered removal, which shall become effective upon the later to occur of (i) the 150th day after delivery of the notice to the Depositary, such removal to take effect upon Depositary or (ii) the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after shall use its best efforts that are reasonable under the delivery of the notice of resignation or removal, as the case may be, circumstances to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus Manhattan, The City of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreementpredecessor; however, and such predecessor, upon payment of all sums due to it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunderhereunder (other than its rights to indemnification and fees owing, each of which shall survive any such removal or resignation), shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Owners of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders of ReceiptsOwners. Any corporation bank or trust company into or with which the Depositary may be mergedmerged or consolidated, consolidated or converted to which the Depositary shall transfer substantially all its American depositary receipt business, shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election so to do so delivered to the CompanyIssuer, such resignation to take effect upon the appointment of a successor Depositary depositary and its such successor’s written acceptance to the Issuer of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company Issuer by written notice of such removal delivered to the Depositary, such removal to take effect effective upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, Issuer shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus Manhattan, The City of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, Issuer shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Owners of all outstanding Receipts and such records, books and other information in its possession relating theretoAmerican Depositary Shares. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders of ReceiptsOwners. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the CompanyCorporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company Corporation shall, within 60 sixty (60) days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be (i) a bank or trust company Person having its principal office in the United States of America and having a combined capital and surplus surplus, along with its Affiliates, of at least $150,000,00050,000,000 or (ii) an Affiliate of any such Person. If no successor Depositary shall have been so appointed and have accepted appointment within 60 sixty (60) days after delivery of such notice, the resigning or removed Depositary may may, at the Corporation’s expense, petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the CompanyCorporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the shares of the Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail or transmit by such other method approved by such successor Depositary, in its reasonable discretion, notice of its appointment to the record holders Record Holders of Receipts. Any corporation Person into or with which the Depositary may be merged, consolidated or converted converted, or any Person to which all or a substantial part of the assets of the Depositary may be transferred or which succeeds to the shareholder services business of the Depositary shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the its own name as successor Depositary. The removal or resignation of the successor DepositaryDepositary shall automatically be deemed to be a removal of the Depositary as Registrar and Transfer Agent herein without any further act or deed.

Appears in 2 contracts

Samples: Deposit Agreement (First Midwest Bancorp Inc), Deposit Agreement (First Midwest Bancorp Inc)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election to do so resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall, in the event no successor depositary has been appointed by the Company, be entitled to take effect the actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the Company of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such resignation. The Depositary may at any time be removed by the Company by written notice of such removal, which removal delivered shall be effective on the later of (i) the 90th day after delivery thereof to the Depositary, such removal Depositary (whereupon the Depositary shall be entitled to take effect the actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the Company of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such removal. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its reasonable best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such noticeManhattan, the resigning or removed City of New York. The Company shall give notice to the Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositarydepositary not more than 90 days after delivery by the Depositary of written notice of resignation or by the Company of removal, each as provided in this section. In the event that a successor depositary is not appointed or notice of the appointment of a successor depositary is not provided by the Company in accordance with the preceding sentence, the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof. Every successor Depositary depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deeddeed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessordepositary, upon payment of all sums due to it and on the written request of the Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunderhereunder (other than as contemplated in Sections 5.8 and 5.9), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding Receipts and such records, books and other information in its possession relating theretoto Receipts and Holders thereof as the successor may reasonably request. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders of Receiptssuch Holders. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 2 contracts

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

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by Company, upon the delivery of 15 days’ prior written notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositarydepositary, which shall be a bank or trust company an entity having its principal office in the United States of America and having a combined capital and surplus surplus, along with its affiliates, of at least $150,000,00050,000,000. If no a successor Depositary depositary shall not have been so appointed and have accepted appointment within in 60 days after delivery of such noticedays, the resigning or removed Depositary may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarydepositary. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all rightrights, title and interest in the deposited Preferred Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding Receipts and such other records, books books, and other information in its possession relating thereto. Any successor Depositary shall promptly mail (or, if applicable, for a DTC Receipt, provide to DTC in accordance with DTC’s procedures) notice of its appointment to the record holders of Receipts. Any corporation or other entity into or with which the Depositary may be merged, consolidated or converted converted, or any corporation or other entity to which all or a substantial part of the corporate trust business of the Depositary may be transferred, shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary depositary may authenticate execute the Receipts either in the name of the predecessor Depositary depositary or in the name of the successor Depositarydepositary. The provisions of this Section 5.6 as they apply to the Depositary apply to the Registrar and Transfer Agent, as if specifically enumerated herein.

Appears in 2 contracts

Samples: Deposit Agreement (M&t Bank Corp), Deposit Agreement (M&t Bank Corp)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election so to do so delivered to the CompanyIssuer, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company Issuer by written notice of such removal delivered to the Depositary, such removal to take effect effective upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, Issuer shall use its best efforts to appoint as the case may be, appoint a successor Depositary, which shall be depositary a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus Manhattan, The City of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and predecessor; but such predecessor, nevertheless upon payment of all sums due it and on the written request of the Company, Issuer shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Owners of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders of ReceiptsOwners. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (British Biotech PLC), Deposit Agreement (Vernalis PLC)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election to do so resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 60th day after delivery thereof to the Company (whereupon the Depositary shall, in the event no successor depositary has been appointed by the Company, be entitled to take effect the actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the Company of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such resignation. The Depositary may at any time be removed by the Company by written notice of such removal, which removal delivered shall be effective on the later of (i) the 60th day after delivery thereof to the Depositary, such removal Depositary (whereupon the Depositary shall be entitled to take effect the actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the Company of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such removal. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use commercially reasonable efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such noticeManhattan, the resigning or removed City of New York. The Company shall give notice to the Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositarydepositary not more than 60 days after delivery by the Depositary of written notice of resignation or by the Company of removal, each as provided in this section. In the event that a successor depositary is not appointed or notice of the appointment of a successor depositary is not provided by the Company in accordance with the preceding sentence, the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof. Every successor Depositary depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deeddeed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessordepositary, upon payment of all sums due to it and on the written request of the Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunderhereunder (other than as contemplated in Sections 5.8 and 5.9), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding Receipts and such records, other books and other information in records maintained by such predecessor and its possession relating theretoagents with respect to its function as Depositary hereunder. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders of Receiptssuch Holders. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 2 contracts

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

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the CompanyCorporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company Corporation shall, within 60 sixty (60) days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be (i) a bank or trust company Person having its principal office in the United States of America and having a combined capital and surplus surplus, along with its Affiliates, of at least $150,000,00050,000,000 or (ii) an Affiliate of any such Person. In the event of such removal or resignation, the Corporation will appoint a successor depositary and inform the Depositary of the name and address of any successor depositary so appointed, provided that no failure by the Corporation to appoint such a successor depositary shall affect the termination of this Deposit Agreement or the discharge of the Corporation and the Depositary as depositary hereunder. Upon payment of all outstanding fees and expenses hereunder, the Depositary shall promptly forward to the successor depositary or its designee any shares of stock held by it and any certificates, letters, notices and other document that the Depositary may receive after its appointment has so terminated. If no successor Depositary shall have been so appointed and have accepted appointment within 60 sixty (60) days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the CompanyCorporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the shares of the Series C Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail or transmit by such other method approved by such successor Depositary, in its reasonable discretion, notice of its appointment to the record holders Record Holders of Receipts. Any corporation Person into or with which the Depositary may be merged, consolidated or converted converted, or any Person to which all or a substantial part of the assets of the Depositary may be transferred or which succeeds to the shareholder services business of the Depositary shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the its own name as successor Depositary. The removal or resignation of the successor DepositaryDepositary shall automatically be deemed to be a removal of the Depositary as Registrar and Transfer Agent herein without any further act or deed.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York Mellon CORP), Deposit Agreement (Bank of New York Mellon CORP)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election so to do so delivered to the Company, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal delivered to the Depositary, such removal to take effect effective upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its best efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus Manhattan, The City of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreementpredecessor; however, and such predecessor, nevertheless, upon payment of all sums due to it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Owners of all outstanding Receipts and such records, books and other information in its possession relating theretoReceipts. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders of ReceiptsOwners. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (General Geophysics Co), Deposit Agreement (General Geophysics Co)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election to do so to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 30 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000 or an affiliate of any such bank or trust company. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on upon the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate execute the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary. The provisions of this Section 5.04 as they apply to the Depositary apply to the Registrar and Transfer Agent, as if specifically enumerated herein.

Appears in 2 contracts

Samples: Deposit Agreement (Nisource Inc/De), Deposit Agreement (Nisource Inc/De)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the CompanyCorporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be (i) a bank or trust company having its principal office in the United States of America and having a combined capital and surplus surplus, along with its affiliates, of at least $150,000,00050,000,000 or (ii) an Affiliate of a Person specified in clause (i). If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company Corporation an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the CompanyCorporation, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment (at the Corporation’s expense) to the record holders Holders of Receipts. Any corporation entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the its own name of the as successor Depositary. The provisions of this Section 5.4 as they apply to the Depositary apply to the Registrar and Transfer Agent as if specifically enumerated herein.

Appears in 2 contracts

Samples: Deposit Agreement (Metlife Inc), Deposit Agreement (Metlife Inc)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,00050,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail (or, for a Global Registered Receipt, otherwise provide in accordance with Section 2.9) notice of its appointment to the record holders of Receipts. Any corporation entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Associated Banc-Corp), Deposit Agreement (Associated Banc-Corp)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Company, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its principal office in the United States of America and having a combined capital and surplus of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary may at the expense of the Company petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts. Any corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (First Industrial Realty Trust Inc), Deposit Agreement (First Industrial Realty Trust Inc)

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election to do so resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall, in the event no successor depositary has been appointed by the Company, be entitled to take effect the actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the Company of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such resignation. The Company shall use reasonable efforts to appoint such successor depositary, and give notice to the Depositary of such appointment, not more than 90 days after delivery by the Depositary of written notice of resignation as provided in this paragraph. In the event that notice of the appointment of a successor depositary is not provided by the Company in accordance with the preceding sentence, the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof. The Depositary may at any time be removed by the Company by written notice of such removal, which removal delivered shall be effective on the later of (i) the 90th day after delivery thereof to the Depositary, such removal Depositary (whereupon the Depositary shall be entitled to take effect the actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the Company of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such removal. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, shall use its reasonable efforts to appoint a successor Depositarydepositary, which shall be a bank or trust company having its principal an office in the United States Borough of America and having a combined capital and surplus of at least $150,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such noticeManhattan, the resigning or removed Depositary may petition any court City of competent jurisdiction for the appointment of a successor DepositaryNew York. Every successor Depositary depositary shall be required by the Company to execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor Depositarydepositary, without any further act or deeddeed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessordepositary, upon payment of all sums due to it and on the written request of the Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunderhereunder (other than as contemplated in Sections 5.8 and 5.9), shall duly (ii)duly assign, transfer and deliver all right, title and interest in to the Stock and any moneys or property held hereunder Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding Receipts and such records, books and other information in its possession relating theretoto Receipts and Holders thereof as the successor may reasonably request. Any such successor Depositary depositary shall promptly mail notice of its appointment to the record holders of Receiptssuch Holders. Any corporation into or with which the Depositary may be merged, merged or consolidated or converted shall be the successor of such the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (eTelecare Global Solutions, Inc.), Deposit Agreement (eTelecare Global Solutions, Inc.)

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