Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company and the Custodian, 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 becoming effective 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 the 30 day period referred to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successor. 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; 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 Deposited Securities to such successor, and shall deliver to such successor a list of the record holders of all outstanding American Depositary Receipts or the records of transfer thereof maintained by the Depositary, whichever the successor depositary may elect. Any successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such Depositary without the execution or filing of any document or any further act.
Appears in 3 contracts
Samples: Deposit Agreement (Mitsui & Co LTD), Deposit Agreement (Mitsui & Co LTD), Deposit Agreement (Mitsui & Co LTD)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder under the Deposit Agreement by written notice of its election so to do resignation delivered to the Company and the CustodianCompany, such resignation to take effect be effective on the earlier of (i) the 30th day after delivery thereof to the Company, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. 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 the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal delivered which notice shall be effective on the earlier of (i) the 30th day after delivery thereof to the Depositary, such removal becoming effective or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, depositary which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The the City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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; but such predecessor, nevertheless. The predecessor depositary, upon payment of all sums due it and on the written request of the Company 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 the Deposit Agreement), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer and such other information relating to Receipts and Holders thereof maintained by the Depositary, whichever as the successor depositary may electreasonably request. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04such Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
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 (As Steamship Co Torm)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company and the Custodian, 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 90 days prior written notice of such removal delivered to the DepositaryDepositary and the Custodian, such removal becoming to become effective upon the later of the (i) 90th day after delivery of the notice to the Depositary or (ii) 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, unless the Company shall, within shall desire the 30 day period referred to termination of this Deposit Agreement as provided in Section 6.02, shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having its principal office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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; but provided, however that 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 Deposited Securities to such successor, successor and shall deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer thereof maintained by the Depositary, whichever the successor depositary may electReceipts. Any successor depositary shall promptly mail notice of its appointment to the record holders Holders of American Depositary Receipts, each Subdepositary Receipts and the Custodian and publish notice of its appointment as provided in Section 7.04Custodian. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such Depositary without the execution or filing of any document or any further act.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (HSBC Holdings PLC), Deposit Agreement (HSBC Holdings PLC)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do resignation delivered to the Company and the CustodianCompany, such resignation to be effective on the earlier of (i) the 60th day after delivery thereof to the Company (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 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, which removal delivered shall be effective on the earlier of (i) the 60th day after delivery thereof to the DepositaryDepositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof), such removal becoming effective or (ii) upon the appointment by the Company 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The the City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. Every successor 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 depositary, 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; but such predecessor, nevertheless. The predecessor depositary, upon payment of all sums due to it and on the written request of the Company shall 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 5.08 and 5.09), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer and such other information relating to Receipts and Holders thereof maintained by the Depositary, whichever as the successor depositary may electreasonably request. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04such Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 3 contracts
Samples: Deposit Agreement (TNT N.V./ADR), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (TNT N.V.)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do so delivered to the Company and the CustodianCompany, such resignation to take effect be effective on the earlier of (i) the 60th day after delivery thereof to the Company, or (ii) upon the appointment by the Company 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 removal, which notice shall be effective on the earlier of (i) the 60th day after delivery thereof to the Depositary, such removal becoming effective or (ii) upon the appointment by the Company 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The the City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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; , but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company shall shall, (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall (ii) duly assign, transfer and deliver all right, title and interest in to the Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer and such other information relating to Receipts and Holders thereof maintained by the Depositary, whichever as the successor depositary may electreasonably request. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04such Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 3 contracts
Samples: Deposit Agreement (WPP Group PLC), Deposit Agreement (WPP Group PLC), Deposit Agreement (Imperial Tobacco Group PLC)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company and the Custodian, such resignation to take effect effective 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 becoming effective 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 the 30 day period referred shall use its reasonable efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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; 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, such predecessor shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Owners of all outstanding American Depositary Receipts, together with copies of such records in relation to the Receipts or as the records of transfer thereof maintained by the Depositary, whichever the successor depositary Company may electreasonably request. Any such successor depositary shall promptly mail notice of its appointment within 30 days to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04Owners. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 3 contracts
Samples: Deposit Agreement (Akbank T.A.S.), 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 with respect to any or all Series of Deposited Securities by written notice of its election so to do delivered to the Company and the CustodianCompany, such resignation to take effect upon the appointment of a successor depositary in respect of the Series of Deposited Securities with respect to which the Depositary has given such notice and its the acceptance by such successor depositary of such appointment as hereinafter provided. The Depositary Company may at any time be removed by remove the Company Depositary with respect to any or all Series of Deposited Securities by written notice of such removal delivered to the Depositary, such which removal becoming shall be effective upon the appointment of a successor depositary in respect of the Series of Deposited Securities with respect to which the Depositary is to be removed and its the acceptance by such successor depositary of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removedremoved with respect to any or all Series of Deposited Securities, the Company shall, within the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, depositary in respect of the Series of Deposited Securities with respect to which the Depositary has so resigned or been removed which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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; predecessor in respect of the Series of Deposited Securities with respect to which such appointment has been made, 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 hereunderhereunder in respect of the Series of Deposited Securities with respect to which the Depositary has so resigned or been removed, and such predecessor shall thereupon duly assign, transfer and deliver all right, title and interest in the Deposited Securities of such Series to such successor, and shall deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or of the records of transfer thereof maintained by the Depositary, whichever the successor depositary may electcorresponding Series then outstanding. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04such Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 3 contracts
Samples: Deposit Agreement (Royal Bank of Scotland Group PLC), Deposit Agreement (Royal Bank of Scotland Group PLC), Deposit Agreement (Royal Bank of Scotland Group PLC)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company and the CustodianIssuer, 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 Issuer by 120 days prior written notice of such removal delivered to the Depositaryremoval, such removal becoming which shall become effective upon the later to occur of (i) the 120th day after delivery of the notice to the Depositary or (ii) 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 the 30 day period referred Issuer shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. Every successor 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 depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its 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 Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Owners of all outstanding American Depositary Receipts or the records of transfer thereof maintained by the Depositary, whichever the successor depositary may electReceipts. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment Owners as provided in Section 7.047.05. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further actact and the successor depositary shall notify the Issuer of such event.
Appears in 3 contracts
Samples: Deposit Agreement (Mitsubishi Ufj Financial Group Inc), Deposit Agreement (Mitsubishi Ufj Financial Group Inc), Deposit Agreement (Mitsubishi Tokyo Financial Group Inc)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company and the CustodianIssuer, 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 Issuer by 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 becoming Depositary or (ii) effective upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided; provided, however that the Depositary and the Issuer may agree that the removal become effective upon an earlier date, and neither the Depositary nor the Issuer shall unreasonably withhold its respective agreement to the removal becoming effective upon an earlier date if this is proposed by the other. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within the 30 day period referred Issuer shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. Every successor 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 depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its 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 Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Owners of all outstanding American Depositary Receipts or the and such other books and records of transfer thereof maintained by such predecessor and its agents with respect to functions the Depositary, whichever the successor depositary may electDepositary is specifically required to perform as Depositary hereunder. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04Owners. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 3 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Telecom Corp of New Zealand LTD), Deposit Agreement (Telecom Corp of New Zealand LTD)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company and the CustodianCompany, 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 as Depositary by the Company by sixty (60) days’ prior written notice of such removal delivered removal, which shall become effective upon the later to occur of (i) the sixtieth (60th) day after delivery of the notice to the Depositary, such removal becoming effective upon Depositary or (ii) 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 the 30 day period referred shall use reasonable efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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; 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 Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Owners of all outstanding American Depositary Receipts, together with copies of such records in relation to the Receipts or as the records of transfer thereof maintained by the Depositary, whichever the successor depositary Company may electreasonably request. Any such successor depositary shall promptly mail notice of its appointment within thirty (30) days to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04Owners. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 3 contracts
Samples: Deposit Agreement (Carso Global Telecom /Fi), Deposit Agreement (Grupo Financiero Inbursa S a De C v /Fi), Deposit Agreement (Grupo Carso Sa De Cv /Fi)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Company may terminate the appointment of the Depositary under the Deposit Agreement by giving at least 90 days' notice in writing to the Depositary and the Custodian, and the Depositary may at any time resign as Depositary hereunder by written giving at least 90 days' notice of its election so to do delivered in writing to the Company and the Custodian, such termination of appointment or resignation to take effect upon the later of: (i) the 90th day after giving delivery of notice and (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time Within 90 days after the giving of such notice, notice thereof shall be removed duly given by the Company by written notice of such removal delivered Depositary to the Depositary, such removal becoming effective upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedOwners. In case at any time the Depositary acting hereunder shall resign or be removed, the Company, unless the Company shall, within shall desire the 30 day period referred to termination of this Deposit Agreement as provided in Section 6.026.02 hereof, shall use all reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having its principal office in the Borough of Manhattan, The City of New York and an office with effect from the date of termination or agency resignation specified in London. In the event such notice as soon as reasonably possible following notice of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorsuch termination or resignation. 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; but provided, however, that 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 Deposited Securities to such successor, successor and shall deliver to such successor a list of the record holders Owners of all outstanding American Depositary Receipts or the records of transfer and such other information relating to Receipts and Owners thereof maintained by the Depositary, whichever as the successor depositary may electreasonably request. Any The successor depositary shall promptly mail notice of its appointment to the record holders Owners of American Depositary Receipts, each Subdepositary Receipts and the Custodian and publish notice of its appointment as provided in Section 7.04Custodian. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such Depositary without the execution or filing of any document or any further act.
Appears in 2 contracts
Samples: Deposit Agreement (Absa Group /Fi), Deposit Agreement (Absa Group /Fi)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by 60 days' written notice of its election so to do so (or a lesser amount of notice if satisfactory to the Company) delivered to the Company and the CustodianCompany, such resignation to take effect effective upon the appointment of a successor depositary to the Company and its acceptance of such appointment as hereinafter provided, which appointment shall be on terms satisfactory to the Company in its sole discretion. The Depositary may at any time be removed by the Company by 60 days' written notice of such removal delivered to the Depositary, such removal becoming effective upon the appointment of a successor depositary satisfactory to the Company and its acceptance of such appointment as hereinafter provided, which appointment shall be on terms satisfactory to the Company in its sole discretion. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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; 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 Deposited Securities to such successor, and shall deliver to such successor at the earliest possible time a current and accurate list of the record holders Owners of all outstanding American Depositary Receipts Receipts, together with any materials, data, or the computer records of transfer thereof maintained by the Depositary, whichever the reasonably necessary for such successor depositary may electto perform its obligations hereunder. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04Owners. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 2 contracts
Samples: Deposit Agreement (Banco Hipotecario S.A.), Deposit Agreement (Banco Hipotecario S.A.)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by upon 90 days written notice of its election so to do delivered to the Company and the CustodianCompany, 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 upon 90 days written notice of such removal delivered to the Depositary, such removal becoming effective 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. Every successor 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 depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its 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 Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the ADSs and such other books and records of transfer thereof maintained by the Depositary, whichever the successor depositary may electsuch predecessor with respect to its function as Depositary hereunder. Any such successor depositary shall promptly mail notice of its appointment to the record holders Holders. The Depositary agrees that it will, after the appointment of American Depositary Receiptsany successor depositary, each Subdepositary 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 Contract, and the Custodian and publish notice Depositary shall be reimbursed for its reasonable out of its appointment as provided pocket expenses in Section 7.04connection therewith. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), 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 written notice of its election so to do delivered to the Company and the CustodianCompany, 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 120 days prior written notice of such removal delivered removal, which shall become effective upon the later to occur of (i) the 120th day after delivery of the notice to the Depositary, such removal becoming effective upon Depositary or (ii) 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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; 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 Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Owners of all outstanding American Depositary Receipts or the and such other books and records of transfer thereof maintained by such predecessor with respect to functions the Depositary, whichever the successor depositary may electDepositary is specifically required to perform as Depositary hereunder. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04Owners. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Orkla Asa /Fi)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder under the Deposit Agreement by written notice of its election so to do resignation delivered to the Company and the CustodianCompany, such resignation to take effect be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal delivered to the Depositary, such removal becoming which notice shall be effective upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The the City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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 deeddeed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless. The predecessor depositary, upon payment of all sums due it and on the written request of the Company 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 the Deposit Agreement), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer ADSs and such other information relating to ADSs and Holders thereof maintained by the Depositary, whichever as the successor depositary may electreasonably request. Any such successor depositary shall promptly mail provide notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04such Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), 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 written notice of its election so to do delivered to the Company and the Custodian, 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 Issuer or be removed as Depositary by the Company Issuer by written notice of such removal delivered to the Depositary, such resignation or removal becoming effective to take effect upon the appointment of and acceptance by 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 the 30 day period referred Issuer shall use its reasonable efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in LondonYork. In If the event of a failure of the Company Issuer shall have used its reasonable efforts to appoint a successor depositary, depositary it shall have no liability to the Depositary may Holders for any failure to appoint its own such a successor. Every successor depositary shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment hereunderhereunder and such evidence of establishment of any arrangements reasonably required by the Issuer to ensure such successor will be able to carry out its obligations under 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; 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, and such predecessor shall thereupon duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, successor and shall deliver to such successor a list of the record holders of all outstanding American Depositary Receipts or the records of transfer thereof maintained by the Depositary, whichever the successor depositary may electHolders. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Repsol Ypf Sa)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by upon 120 days written notice of its election so to do delivered to the Company and the CustodianCompany, such resignation to take effect upon the earlier of (i) the 120th day following such notice or (ii) 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 upon 120 days written notice of such removal delivered to the Depositary, such removal becoming effective upon the later of (i) the 120th day following such notice or (ii) 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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; 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 Deposited Securities Property to such successor, and shall deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the ADSs and such other books and records of transfer thereof maintained by the Depositary, whichever the successor depositary may electsuch predecessor with respect to its function as Depositary hereunder. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04Holders. Any corporation entity into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), 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 written notice of its election so to do resignation delivered to the Company and the CustodianCompany, such resignation to be effective on the earlier of (i) the 60th day after delivery thereof to the Company (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 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, which removal delivered shall be effective on the earlier of (i) the 60th day after delivery thereof to the DepositaryDepositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof), such removal becoming effective or (ii) upon the appointment by the Company 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 the 30 day period referred shall use its reasonable best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The the City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. Every successor 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 depositary, 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; but such predecessor, nevertheless. The predecessor depositary, upon payment of all sums due 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 Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer and such other information relating to Receipts and Holders thereof maintained by the Depositary, whichever as the successor depositary may electreasonably request. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04such Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 2 contracts
Samples: Deposit Agreement (Orix Corp), Deposit Agreement (Orix Corp)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company and the CustodianCompany, 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 becoming effective 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in LondonYork. In the event of a failure of If the Company shall have used its best efforts to appoint a successor depositary it shall have no liability to the Holders for any failure to appoint such a successor depositary, the Depositary may appoint its own successor. Every successor successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting 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; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company shall execute and deliver 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 Deposited Securities Securities to such successor, and shall deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer thereof maintained by the Depositary, whichever the successor depositary may electReceipts. Any such successor depositary shall promptly mail notice of its appointment appointment to the record holders Holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 2 contracts
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Svenska Cellulosa Aktiebolagot Sca /Fi)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder under the Deposit Agreement by written notice of its election so to do resignation delivered to the Company and the CustodianCompany, such resignation to be effective on the earlier of (i) 180 days after delivery thereof to the Company (whereupon the Depositary shall be entitled to take effect the actions contemplated in Paragraph (24) hereof), or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. 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) 180 days after the delivery thereof to the DepositaryDepositary (whereupon the Depositary shall be entitled to take the actions contemplated in Paragraph (24) hereof), such removal becoming effective or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The the City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. Every successor 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 depositary, 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; but such predecessor, nevertheless. The predecessor depositary, upon payment of all sums due it and on the written request of the Company 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 the Deposit Agreement), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer and such other information relating to Receipts and Holders thereof maintained by the Depositary, whichever as the successor depositary may electreasonably request. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04such Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated consolidated, or to which the Depositary shall transfer all its receipts business, shall be the successor of such the Depositary without the execution or filing of any document or any further act.,
Appears in 2 contracts
Samples: Deposit Agreement (Cemex Sa De Cv), Second Amended and Restated Deposit Agreement (Cemex Sab De Cv)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do resignation delivered to the Company and the CustodianCompany, such resignation to be effective on the earlier of (i) the 60th day after delivery thereof to the Company (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 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, which removal delivered shall be effective on the earlier of (i) the 60th day after delivery thereof to the DepositaryDepositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof), such removal becoming effective or (ii) upon the appointment by the Company 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The the City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. Every successor 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 depositary, 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; but such predecessor, nevertheless. The predecessor depositary, upon payment of all sums due it and on the written request of the Company shall 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 5.08 and 5.09), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer and such other information relating to Receipts and Holders thereof maintained by the Depositary, whichever as the successor depositary may electreasonably request. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04such Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Upm Kymmene Corp)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company and the Custodian, 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 Bank or be removed as Depositary by the Company Bank by written notice of such removal delivered to the Depositary, such resignation or removal becoming effective to take effect upon the appointment of and acceptance by 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 the 30 day period referred Bank shall use its reasonable efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in LondonYork. In If the event of a failure of the Company Bank shall have used its reasonable efforts to appoint a successor depositary, depositary it shall have no liability to the Depositary may Holders for any failure to appoint its own such a successor. Every successor depositary shall execute and deliver to its predecessor and to the Company Bank an instrument in writing accepting its appointment hereunderhereunder and such evidence of establishment of any arrangements reasonably required by the Bank to ensure such successor will be able to carry out its obligations under 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; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company Bank 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 Deposited Securities to such successor, and shall deliver to such successor a list of the record holders of all outstanding American Depositary Receipts or the records of transfer thereof maintained by the Depositary, whichever the successor depositary may electHolders. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Banco Bilbao Vizcaya Argentaria, S.A.)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by sixty (60) days’ written notice of its election so to do delivered to the Company and the CustodianCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided, which appointment shall be on terms satisfactory to the Company in its sole discretion. The Depositary may at any time be removed by the Company by sixty (60) days’ written notice of such removal delivered to the Depositarynotice, such removal becoming effective to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided, which appointment shall be on terms satisfactory to the Company in its sole discretion. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within the 30 day period referred shall use its reasonable efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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; 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 Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Holders or Beneficial Owners of all outstanding American Depositary Receipts or the and such other books and records of transfer thereof maintained by the Depositary, whichever the successor depositary may electsuch predecessor and its agents with respect to its function as Depositary hereunder. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04Holders or Beneficial Owner. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 2 contracts
Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Grupo Televisa, S.A.B.)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder with respect to any or all Series of Deposited Securities by written notice of its election so to do delivered to the Company and the Custodian, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. The Depositary may with respect to any or all Series of Deposited Securities at any time be removed by the Company by 90 days prior written notice of such removal delivered to the DepositaryDepositary and the Custodian, such removal becoming to become effective upon the later of the (i) 90th day after delivery of the notice to the Depositary or (ii) appointment of a successor depositary in respect of the Series of Deposited Securities with respect to which the Depositary is to be removed 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 shall, within shall desire the 30 day period referred to termination of this Deposit Agreement as provided in Section 6.02, shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having its principal office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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; but provided, however that 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 Deposited Securities to such successor, successor and shall deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer thereof maintained by the Depositary, whichever the successor depositary may electReceipts. Any successor depositary shall promptly mail notice of its appointment to the record holders Holders of American Depositary Receipts, each Subdepositary Receipts and the Custodian and publish notice of its appointment as provided in Section 7.04Custodian. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such Depositary without the execution or filing of any document or any further act.
Appears in 2 contracts
Samples: Deposit Agreement (HSBC Holdings PLC), Deposit Agreement (HSBC Holdings PLC)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder under the Deposit Agreement by written notice of its election so to do resignation delivered to the Company and the CustodianCompany, such resignation to take effect be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal delivered to the Depositary, such removal becoming which notice shall be effective upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The the City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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 deeddeed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless. The predecessor depositary, upon payment of all sums due it and on the written request of the Company 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 the Deposit Agreement), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer and such other information relating to Receipts and Holders thereof maintained by the Depositary, whichever as the successor depositary may electreasonably request. Any such successor depositary shall promptly mail provide notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04such Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), 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 under the Deposit Agreement by written notice of its election so to do resignation delivered to the Company and the CustodianCompany, such resignation to take effect be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. 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 becoming effective or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The the City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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 deeddeed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless. The predecessor depositary, upon payment of all sums due it and on the written request of the Company 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 the Deposit Agreement), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the ADRs and such books and records of transfer thereof maintained by the Depositarysuch predecessor with respect to its function as Depositary hereunder, whichever and such other information relating to ADRs and Holders thereof as the successor depositary may electreasonably request. Any such successor depositary shall promptly mail provide notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04such Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 2 contracts
Samples: Deposit Agreement (Hutchison Telecommunications International LTD), Deposit Agreement (Hutchison Telecommunications International LTD)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder under the Deposit Agreement by written notice of its election so to do resignation delivered to the Company and the CustodianCompany, such resignation to take effect be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. The Depositary may at any time be removed by the Company as Depositary under the Deposit Agreement by written notice of such removal, which removal delivered shall be effective on the later of (i) the 30th day after delivery thereof to the Depositary, such removal becoming effective or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within the 30 day period referred shall use its reasonable best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The the City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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 deeddeed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless. The predecessor depositary, upon payment of all sums due it and on the written request of the Company 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 the Deposit Agreement), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer ADSs and such other information relating to ADSs and Holders thereof maintained by the Depositary, whichever as the successor depositary may electreasonably request. Any such successor depositary shall promptly mail provide notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04such Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 2 contracts
Samples: Amended and Restated Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Unilever PLC)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by upon 90 days written notice of its election so to do delivered to the Company and the Custodian, 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 or be removed as Depositary by the Company by written notice of such removal delivered to the Depositary, such resignation or removal becoming effective to take effect upon the appointment of and acceptance by 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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; 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, and such predecessor shall thereupon duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the record holders of all outstanding American Depositary Receipts or the records of transfer thereof maintained by the Depositary, whichever the successor depositary may electHolders. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Samples: 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 written notice of its election so to do delivered to the Company and the CustodianIssuer, 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 Issuer by written notice of such removal delivered to the Depositary, such removal becoming effective 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 the 30 day period referred Issuer shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. Every successor 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 depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessorpredecessor and, such predecessor shall be discharged from all of its duties and obligations hereunder arising on or after the date of such delivery; but provided, however that such predecessor, nevertheless, upon predecessor shall remain liable for all of its acts and deeds executed prior to the date of such delivery and Sections 5.03 and 5.08 of this Deposit Agreement shall survive for the benefit of such predecessor with respect to such acts and deeds. 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 Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Owners of all outstanding American Depositary Receipts or the records of transfer thereof maintained by the Depositary, whichever the successor depositary may electReceipts. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04Owners. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company and the CustodianCompany, 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 40 days prior written notice of such removal delivered to become effective upon the later of (i) the 40th day after delivery of the notice to the Depositary, such removal becoming effective upon Depositary and (ii) 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 shall use its best efforts that are reasonable under the 30 day period referred circumstances to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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; but however, 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, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Owners of all outstanding American Depositary Receipts or the records of transfer thereof maintained by the Depositary, whichever the successor depositary may electReceipts. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04Owners. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Samples: 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 written notice of its election so to do resignation delivered to the Company and the CustodianCompany, such resignation to be effective on the earlier of (i) the 60th day after delivery thereof to the Company (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 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, which removal delivered shall be effective on the earlier of (i) the 60th day after delivery thereof to the DepositaryDepositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof), such removal becoming effective or (ii) upon the appointment by the Company 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. Every successor 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 depositary, 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; but such predecessor, nevertheless. The predecessor depositary, upon payment of all sums due to it and on the written request of the Company shall 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 5.08 and 5.09), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer and such other information relating to Receipts and Holders thereof maintained by the Depositary, whichever as the successor depositary may electreasonably request. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04such Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by upon 90 days written notice of its election so to do delivered to the Company and the CustodianCompany, 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 upon 90 days written notice of such removal delivered to the Depositary, such removal becoming effective 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunderhereunder and, if applicable, a new foreign exchange agreement among the Central Bank, the Company and such successor depositary, 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; 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 Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the ADSs and such other books and records of transfer thereof maintained by the Depositary, whichever the successor depositary may electsuch predecessor with respect to its function as Depositary hereunder. Any such successor depositary shall promptly mail notice of its appointment to the record holders Holders. If applicable, the Depositary agrees that it will, after the appointment of American Depositary Receiptsany successor depositary, each Subdepositary continue to cooperate with the Company and such successor depositary to arrange for the execution of a Foreign Exchange Contract or an amendment to or a replacement thereto, and the Custodian and publish notice Depositary shall be reimbursed for its reasonable out of its appointment as provided pocket expenses in Section 7.04connection therewith. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by upon 90 days written notice of its election so to do delivered to the Company and the CustodianCompany, 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 upon 90 days written notice of such removal delivered to the Depositary, such removal becoming effective 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunderhereunder and, if applicable, a new foreign exchange agreement among the Central Bank, the Company and such successor depositary, 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; 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 Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the ADSs and such other books and records of transfer thereof maintained by the Depositary, whichever the successor depositary may electsuch predecessor with respect to its function as Depositary hereunder. Any such successor depositary shall promptly mail notice of its appointment to the record holders Holders. If applicable, the Depositary agrees that it will, after the appointment of American Depositary Receiptsany successor depositary, each Subdepositary continue to cooperate with the Company and such successor depositary to arrange for the execution of Foreign Exchange Contract(s) or an amendment to or a replacement thereto, and the Custodian and publish notice Depositary shall be reimbursed for its reasonable out of its appointment as provided pocket expenses in Section 7.04connection therewith. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do resignation delivered to the Company and the CustodianCompany, such resignation to be effective on the earlier of (i) the 60th day after delivery thereof to the Company (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 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, which removal delivered shall be effective on the earlier of (i) the 60th day after delivery thereof to the DepositaryDepositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof), such removal becoming effective or (ii) upon the appointment by the Company of a successor depositary and its 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The the City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. Every successor 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 depositary, 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; but such predecessor, nevertheless. The predecessor depositary, upon payment of all sums due it and on the written request of the Company shall 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 5.08 and 5.09), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer and such other information relating to Receipts and Holders thereof maintained by the Depositary, whichever as the successor depositary may electreasonably request. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such Depositary without the execution or filing of any document or any further actHolders.
Appears in 1 contract
Samples: Deposit Agreement (SKF Inc)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do so delivered to the Company and the CustodianCompany, 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 becoming effective 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 45 days after the 30 day period referred to in Section 6.02delivery of the notice of resignation or removal, as the case may be, appoint a successor depositary, which shall be a bank or trust company, or an affiliate of a bank or trust company having its principal office in the Borough United States of ManhattanAmerica and having a combined capital and surplus of at least $50,000,000. If a successor depositary shall not have been appointed in 45 days, The City the resigning Depositary may petition a court of New York and an office or agency in London. In the event of a failure of the Company competent jurisdiction to appoint a successor depositary, the Depositary may appoint its own successor. 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; but predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company 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 Securities 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 American Receipts and such other records respecting the Receipts, the Depositary Receipts or Shares and the records of transfer thereof maintained by the Depositary, whichever Preferred Stock as the successor depositary may electshall require in order to perform its duties. Any successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04. Any corporation into or with which the Depositary may be convertedmerged, merged consolidated or consolidated converted shall be the successor of such Depositary without the execution or filing of any document or any further act. Such successor depositary may execute the Receipts either in the name of the predecessor depositary or in the name of the successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (Ferro Corp)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by giving 60 days' prior written notice of its election so to do delivered resignation to the Company and the CustodianCompany, 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 60 days' prior written notice of such removal delivered to the Depositary, such which removal becoming 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositaryDepositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. Every successor depositary Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunderhereunder 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; but provided, however, such predecessor, neverthelesspredecessor shall, upon payment of all sums due to it and on upon the written request of the Company shall Company, 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 Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the and such other books and records of transfer thereof maintained by such predecessor and its agents with respect to its function as Depositary hereunder. Such predecessor shall cooperate in good faith with the Depositary, whichever the Company to permit such successor depositary may electto perform its obligations hereunder as soon as possible following such successor’s appointment hereunder. Any such successor depositary Depositary shall promptly mail notice of its appointment to the record holders Holders. Notwithstanding the foregoing, any such resignation or removal and appointment of American a successor Depositary Receipts, each Subdepositary shall not relieve the prior depositary or the Company from its obligations and the Custodian and publish notice of its appointment as provided in liabilities pursuant to Section 7.045.7. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary for purposes of this Deposit Agreement without the execution or filing of any document or any further act.
Appears in 1 contract
Resignation and Removal of the Depositary; Appointment of Successor Depositary. (a) The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do so delivered to the Company and the CustodianCompany, 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 written notice of such removal delivered to the Depositary, such removal becoming effective to take effect upon the appointment of a successor 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 30 day period referred to in Section 6.02delivery 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 Borough United States of ManhattanAmerica and having a combined capital and surplus of at least $50,000,000. If a successor depositary shall not have been appointed and have accepted appointment in 60 days, The City the resigning Depositary may petition a court of New York and an office or agency in London. In the event of a failure of the Company competent jurisdiction to appoint a successor depositary, the Depositary may appoint its own successor. 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; but predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company 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 Securities 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 American Depositary Receipts or the records of transfer thereof maintained by the Depositary, whichever the successor depositary may electReceipts. Any successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04. .
(d) Any corporation or other entity into or with which the Depositary may be merged, consolidated or converted, merged or consolidated 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. Such successor depositary may execute the Receipts either in the name of the predecessor depositary or in the name of the successor depositary.
(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 1 contract
Samples: Deposit Agreement (XOMA Corp)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do so delivered to the Company and the CustodianCompany, such resignation to take effect be effective on the earlier of (i) the 60th day after delivery thereof to the Company, or (ii) upon the appointment by the Company 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 removal, which notice shall be effective on the earlier of (i) the 60th day after delivery thereof to the Depositary, such removal becoming effective or (ii) upon the appointment by the Company 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The the City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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; , but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company shall shall, (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall (ii) duly assign, transfer and deliver all Depositary’s right, title and interest in to the Deposited Securities Property to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer and such other information relating to Receipts and Holders thereof maintained by the Depositary, whichever as the successor depositary may electreasonably request. Any such successor depositary shall promptly mail distribute notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04such Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company and the CustodianIssuer, 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 Issuer, without charge to the Issuer, by 120 days prior written notice of such removal delivered removal, which shall become effective upon the later to occur of (i) the 120th day after delivery of the notice to the Depositary, such removal becoming effective upon Depositary or (ii) 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 the 30 day period referred Issuer shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. Every successor 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 depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written writtenwritten 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 Deposited Securities SecuritiesSecurities to such successor, and shall deliver to such successor a list of the record holders Owners of all outstanding American Depositary Receipts or the records of transfer thereof maintained by the Depositary, whichever the successor depositary may electReceipts. Any successor such successorsuccessor depositary shall promptly mail notice of its appointment appointmentappointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04Owners. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Samples: Deposit Agreement (Australia & New Zealand Banking Group LTD)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company and the CustodianCompany, such resignation to take effect upon the earlier of (i) the 90th day after delivery thereof to the Company or (ii) 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 which shall become effective upon the earlier of (i) the 90th day after delivery thereof to the Depositary, such removal becoming effective upon Depositary or (ii) 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The the City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunderunder the Deposit Agreement under the terms hereof, 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; 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 Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the and such other books and records of transfer thereof maintained by the Depositary, whichever the successor depositary may electsuch predecessor and its agents with respect to its function as Depositary hereunder. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder under the Deposit Agreement by written notice of its election so to do resignation delivered to the Company and the CustodianCompany, 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 becoming effective upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. 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 the Deposit Agreement. The Depositary may at any time be removed by the Company, subject to any other agreement that the Company and the Depositary may have agreed to in writing, by written notice of such removal which notice shall be effective on the earlier of (i) the 30th day after delivery thereof to the Depositary, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, depositary which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The the City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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; but such predecessor, nevertheless. The predecessor depositary, upon payment of all sums due it and on the written request of the Company 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 the Deposit Agreement), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer and such other information relating to Receipts and Holders thereof maintained by the Depositary, whichever as the successor depositary may electreasonably request. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04such Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. (a) The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do so delivered to the Company and the CustodianCompany, 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 written notice of such removal delivered to the Depositary, such removal becoming effective to take effect upon the appointment of a successor 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 30 day period referred to in Section 6.02delivery 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 Borough United States of ManhattanAmerica and having a combined capital and surplus of at least $50,000,000. If a successor depositary shall not have been appointed and have accepted appointment in 60 days, The City the resigning Depositary may petition a court of New York and an office or agency in London. In the event of a failure of the Company competent jurisdiction to appoint a successor depositary, the Depositary may appoint its own successor. 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; but predecessor and for all purposes Table of Contents shall be the Depositary under this Deposit Agreement, and such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company 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 Securities 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 American Depositary Receipts or the records of transfer thereof maintained by the Depositary, whichever the successor depositary may elect. Any successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04. .
(d) Any corporation or other entity into or with which the Depositary may be merged, consolidated or converted, merged or consolidated 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. Such successor depositary may execute the Receipts either in the name of the predecessor depositary or in the name of the successor depositary.
(e) The provisions of this Section 5.09 as they apply to the Depositary apply to the Registrar and Transfer Agent, as if specifically enumerated herein.
Appears in 1 contract
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company and the Custodian, such resignation to take effect effective 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 becoming effective 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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; 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 Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer thereof maintained by the Depositary, whichever the successor depositary may electReceipts. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Samples: Deposit Agreement (Erste Bank Der Oesterriechischen /Fi)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder under the Deposit Agreement by written notice of its election so to do resignation delivered to the Company and the CustodianCompany, such resignation to take effect be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement, save that, any amounts, fees, costs or expenses owed to the Depositary under the Deposit Agreement and/or otherwise 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 the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal delivered which notice shall be effective on the later of (i) the 90th day after delivery thereof to the Depositary, such removal becoming effective or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement save that, any amounts, fees, costs or expenses owed to the Depositary under the Deposit Agreement and/or otherwise 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, depositary which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The the City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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; but such predecessor, nevertheless. The predecessor depositary, upon payment of all sums due it and on the written request of the Company 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 the Deposit Agreement), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer and such other information relating to Receipts and Holders thereof maintained by the Depositary, whichever as the successor depositary may electreasonably request. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04such Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by sixty (60) days’ written notice of its election so to do delivered to the Company and the CustodianCompany, such resignation to take effect upon the earlier of (i) the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided and (ii) the expiration of sixty (60) days after delivery to the Company of such notice. The Depositary may at any time be removed by the Company by sixty (60) days’ written notice of such removal delivered which shall become effective upon the earlier of (i) the 60th day after delivery thereof to the Depositary, such removal becoming effective upon Depositary and (ii) 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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; 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 Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the and such other books and records of transfer thereof maintained by the Depositary, whichever the successor depositary may electsuch predecessor and its agents with respect to its function as Depositary hereunder. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by sixty (60) days’ written notice of its election so to do delivered to the Company and the CustodianCompany, such resignation to take effect upon the earlier of (i) the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided and (ii) the expiration of sixty (60) days after delivery to the Company of such notice. The Depositary may at any time be removed by the Company by sixty (60) days’ written notice of such removal delivered which shall become effective upon the latter of (i) the sixtieth (60th) day after delivery thereof to the Depositary, such removal becoming effective upon Depositary and (ii) 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 the 30 day period referred shall use commercially reasonable efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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; but such predecessor, nevertheless, solely 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 Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the and such other books and records of transfer thereof maintained by the Depositary, whichever the successor depositary may electsuch predecessor and its agents with respect to its function as Depositary hereunder. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and Holders. In the Custodian and publish event that notice of its the appointment of a successor depositary is not provided by the Company in accordance with the preceding paragraph within sixty (60) days from the provision of notice of resignation or removal of the Depositary to or from the Company, the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof. The right of the Depositary to receive payment of fees, charges and expenses as provided in this Deposit Agreement shall survive the termination of this Deposit Agreement and, as to any Depositary, the resignation or removal of such Depositary pursuant to this Section 7.045.4. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do so delivered to the Company and the CustodianCompany, 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 becoming effective 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 45 days after the 30 day period referred to in Section 6.02delivery of the notice of resignation or removal, as the case may be, appoint a successor depositary, which shall be a bank or trust company, or an affiliate of a bank or trust company having its principal office in the Borough United States of ManhattanAmerica and having a combined capital and surplus of at least $50,000,000. If a successor depositary shall not have been appointed in 45 days, The City the resigning Depositary may petition a court of New York and an office or agency in London. In the event of a failure of the Company competent jurisdiction to appoint a successor depositary, the Depositary may appoint its own successor. 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; but predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company 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 Securities 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 American Receipts and such other records respecting the Receipts, the Depositary Receipts or Shares and the records of transfer thereof maintained by the Depositary, whichever Preferred Stock as the successor depositary may electshall require in order to perform its duties. Any successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04. Any corporation into or with which the Depositary may be convertedmerged, merged consolidated or consolidated converted shall be the successor of such Depositary without the execution or filing of any document or any further act. Such successor depositary may execute the Receipts either in the name of the predecessor depositary or in the name of the successor depositary.
Appears in 1 contract
Samples: Deposit Agreement (Ferro Corp)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by sixty (60) days' written notice of its election so to do delivered to the Company and the CustodianCompany, such resignation to take effect upon the earlier of (i) the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided and (ii) the expiration of sixty (60) days after delivery to the Company of such notice. The Depositary may at any time be removed by the Company by sixty (60) days' written notice of such removal delivered which shall become effective upon the earlier of (i) the sixtieth (60th) day after delivery thereof to the Depositary, such removal becoming effective upon Depositary and (ii) 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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; 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, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the ADSs and such other books and records of transfer thereof maintained by the Depositary, whichever the successor depositary may electsuch predecessor and its agents with respect to its function as Depositary hereunder. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Samples: Deposit Agreement (Taiwan Semiconductor Manufacturing Co LTD)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder under the Deposit Agreement by written notice of its election so to do resignation delivered to the Company and the CustodianCompany, such resignation to take effect be effective on the earlier of (i) the sixtieth (60th) day after delivery thereof to the Company, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. 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 sixtieth (60th) day after delivery thereof to the Depositary, such removal becoming effective or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The the City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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 deeddeed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless. The predecessor depositary, upon payment of all sums due it and on the written request of the Company 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 the Deposit Agreement), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer ADRs and such other information relating to ADRs and Holders thereof maintained by the Depositary, whichever as the successor depositary may electreasonably request. Any such successor depositary shall promptly mail provide notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04such Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by sixty (60) days' written notice of its election so to do delivered to the Company and the CustodianCompany, such resignation to take effect upon the earlier of (i) the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided and (ii) the expiration of sixty (60) days after delivery to the Company of such notice. The Depositary may at any time be removed by the Company by sixty (60) days' written notice of such removal delivered which shall become effective upon the earlier of (i) the sixtieth (60th) day after delivery thereof to the Depositary, such removal becoming effective upon Depositary and (ii) 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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; 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, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the and such other books and records of transfer thereof maintained by the Depositary, whichever the successor depositary may electsuch predecessor and its agents with respect to its function as Depositary hereunder. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Samples: Deposit Agreement (Taiwan Semiconductor Manufacturing Co LTD)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder with respect to any or all Deposited Securities by 30 days' prior written notice of its election so to do delivered to the Company and the CustodianCompany, such resignation to take effect upon the earlier of (i) the expiration of such 30 days or (ii) upon the appointment by the Company 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 30 days' prior written notice of such removal, which removal delivered to the Depositary, such removal becoming shall become effective upon the appointment by the Company of a successor depositary for such Deposited Securities 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositarydepositary in respect of the Deposited Securities with respect to which the Depositary has so resigned or been removed, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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 predecessorpredecessor in respect of the Deposited Securities with respect to which such appointment has been made; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunderhereunder in respect of the Deposited Securities with respect to which the Depositary has so resigned or been removed, shall (ii) duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer GDRs and such other information relating to GDRs and Holders thereof maintained by the Depositary, whichever as the successor depositary may electreasonably request. Any such successor depositary shall at its own cost promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may resign as Depositary at any time resign as Depositary hereunder by written notice of its election so to do so delivered to the Company and the Custodian, such Company. The resignation to will take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedthe appointment. The Depositary may at any time be removed by the Company at any time by written notice of such removal delivered to the Depositary, such . The removal becoming effective will take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedthe appointment. In case at any time If the Depositary acting hereunder shall resign resigns or be is removed, the Company shallwill, within 60 days after the 30 day period referred to in Section 6.02delivery of the notice of resignation or removal, as the case may be, appoint a successor depositary, which . The successor depositary shall be a bank or trust company having its principal office in the Borough United States of ManhattanAmerica and having a combined capital and surplus of at least $50,000,000. If a successor depositary has not been appointed in 60 days, The City the resigning Depositary may petition a court of New York and an office or agency in London. In the event of a failure of the Company competent jurisdiction to appoint a successor depositary, the Depositary may appoint its own successor. Every successor depositary shall will execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunderunder this Agreement, and thereupon such successor depositary, without any further act or deed, shall will then immediately become fully vested with all the rights, powers, duties duties, and obligations of its predecessor; but such , and for all purposes will be the Depositary under this Agreement. The predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company shall Company, will promptly execute and deliver an instrument transferring to such its successor all rights and powers of such the predecessor hereunderunder this Agreement, shall will duly assign, transfer transfer, and deliver all right, title title, and interest in the Deposited Securities Class __ Preferred Stock and any moneys or property held under this Agreement to such its successor, and shall will deliver to such its successor a list of the record holders of all outstanding American Depositary Receipts or the records of transfer thereof maintained by the Depositary, whichever the successor depositary may electReceipts. Any successor depositary shall will promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04. Any corporation into or with which the Depositary may be merged, consolidated, or converted, merged or consolidated shall any corporation to which all or a substantial part of the corporate trust or shareholder services business of the Depositary may be the transferred, will be a successor of such Depositary depositary without the execution or filing of any document or any further act. That successor depositary may execute the Depositary Receipts either in the name of the predecessor depositary or in the name of the successor depositary.
Appears in 1 contract
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder under the Deposit Agreement by written notice of its election so to do resignation delivered to the Company and the CustodianCompany, such resignation to take effect be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. The Depositary may at any time be removed by the Company as Depositary under the Deposit Agreement 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 becoming effective or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within the 30 day period referred shall use its reasonable best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The the City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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 deeddeed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless. The predecessor depositary, upon payment of all sums due it and on the written request of the Company 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 the Deposit Agreement), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer ADSs and such other information relating to ADSs and Holders thereof maintained by the Depositary, whichever as the successor depositary may electreasonably request. Any such successor depositary shall promptly mail provide notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04such Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Samples: 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 written notice of its election so to do resignation delivered to the Company and the CustodianCompany, 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 and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder and otherwise 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 DepositaryDepositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof), such removal becoming effective or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder and otherwise 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The the City of New York and an office York. The Company shall give notice to the Depositary of the appointment of a successor depositary not more than 90 days after delivery by the Depositary of written notice of resignation or agency by the Company of removal, each as provided in Londonthis section. In the event that a successor depositary is not appointed or notice of the appointment of a failure of successor depositary is not provided by the Company to appoint a successor depositaryin accordance with the preceding sentence, the Depositary may appoint its own successorshall be entitled to take the actions contemplated in Section 6.2 hereof. Every successor 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 depositary, 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; but such predecessor, nevertheless. The predecessor depositary, upon payment of all sums due to it and on the written request of the Company 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 Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer and such other information relating to Receipts and Holders thereof maintained by the Depositary, whichever as the successor depositary may electreasonably request. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04such Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder under the Deposit Agreement by written notice of its election so to do delivered to the Company and the CustodianBank, such resignation to be effective on the earlier of (i) the 60th day after delivery thereof to the Bank, (whereupon the Depositary shall be entitled to take effect the actions contemplated in Section 6.02 of the Deposit Agreement) or (ii) upon the appointment by the Bank of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. The Depositary may at any time be removed by the Company Bank by written notice of such removal delivered which notice shall be effective on the earlier of (i) the 60th day after delivery thereof to the Depositary, such removal becoming effective (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.02 of the Deposit Agreement) or (ii) upon the appointment by the Bank of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within the 30 day period referred Bank shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. Every successor 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 depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; , but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company shall Bank shall, (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall (ii) duly assign, transfer and deliver all right, title and interest in to the Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer and such other information relating to Receipts and Holders thereof maintained by the Depositary, whichever as the successor depositary may electreasonably request. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04such Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Samples: Deposit Agreement (Bank Bradesco)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do so delivered to the Company and the CustodianCompany, such resignation to take effect be effective on the earlier of (i) the 60th day after delivery thereof to the Company, or (ii) upon the appointment by the Company 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 removal, which notice shall be effective on the earlier of (i) the 60th day after delivery thereof to the Depositary, such removal becoming effective or (ii) upon the appointment by the Company 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The the City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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; , but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company shall shall, (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall (ii) duly assign, transfer and deliver all right, title and interest in to the Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer and such other information relating to Receipts and Holders thereof maintained by the Depositary, whichever as the successor depositary may electreasonably request. Any such successor depositary shall promptly mail distribute notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04such Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Samples: Deposit Agreement (WPP Group PLC)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by giving 60 days' prior written notice of its election so to do delivered resignation to the Company and the CustodianCompany, 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 60 days' prior written notice of such removal delivered to the Depositary, such which removal becoming 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 the 30 day period referred shall use its reasonable commercial efforts to in Section 6.02, appoint a successor depositaryDepositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. Every successor depositary Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunderhereunder 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; but provided, however, such predecessor, neverthelesspredecessor shall, upon payment of all sums due to it and on upon the written request of the Company shall Company, 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 Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the and such other books and records of transfer thereof maintained by such predecessor and its agents with respect to its function as Depositary hereunder. Such predecessor shall cooperate in good faith with the Depositary, whichever the Company to permit such successor depositary may electto perform its obligations hereunder as soon as possible following such successor’s appointment hereunder. Any such successor depositary Depositary shall promptly mail notice of its appointment to the record holders Holders. Notwithstanding the foregoing, any such resignation or removal and appointment of American a successor Depositary Receipts, each Subdepositary shall not relieve the prior depositary or the Company from its obligations and the Custodian and publish notice of its appointment as provided in liabilities pursuant to Section 7.045.7. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary for purposes of this Deposit Agreement without the execution or filing of any document or any further act.
Appears in 1 contract
Samples: 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 written notice of its election so to do delivered to the Company and the CustodianCompany, such resignation to take effect upon the earlier of (i) the 90th day after delivery thereof to the Company or (ii) 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 which shall become effective upon the earlier of (i) the 90th day after delivery thereof to the Depositary, such removal becoming effective upon Depositary or (ii) 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City the city of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunderhereunder under the terms hereof, 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; but such predecessor, neverthelessnevertheless, 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 Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the and such other books and records of transfer thereof maintained by the Depositary, whichever the successor depositary may electsuch predecessor and its agents with respect to its function as Depositary hereunder. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company and the Custodian, 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 or be removed as Depositary by the Company by written notice of such removal delivered to the Depositary, such resignation or removal becoming effective to take effect upon the appointment of and acceptance by 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in LondonYork. In the event of a failure of If the Company shall have used its best efforts to appoint a successor depositary, depositary it shall have no liability to the Depositary may Holders for any failure to appoint its own such a successor. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunderhereunder and such evidence of establishment of any arrangements reasonably required by the Company to ensure such successor will be able to carry out its obligations under 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; 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, and such predecessor shall thereupon duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the record holders of all outstanding American Depositary Receipts or the records of transfer thereof maintained by the Depositary, whichever the successor depositary may electHolders. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do resignation delivered to the Company and the CustodianCompany, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (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 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, which removal delivered shall be effective on the earlier of (i) the 90th day after delivery thereof to the DepositaryDepositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof), such removal becoming effective or (ii) upon the appointment by the Company 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The the City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. Every successor 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 depositary, 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; but such predecessor, nevertheless. The predecessor depositary, upon payment of all sums due it and on the written request of the Company shall 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 5.08 and 5.09), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer and such other information relating to Receipts and Holders thereof maintained by the Depositary, whichever as the successor depositary may electreasonably request. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04such Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company and the CustodianCompany, such resignation to take effect upon the appointment of a successor depositary Depositary, Registrar and Transfer Agent 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 becoming effective to take effect upon the appointment of a successor depositary Depositary, Registrar and Transfer Agent 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 30 day period referred to in Section 6.02delivery 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 Borough United States of Manhattan, The City America and having a combined capital and surplus of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorat least $50,000,000. Every successor depositary Depositary, Registrar and Transfer Agent shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositaryDepositary, Registrar and Transfer Agent without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and 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 Deposited Securities 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 American Depositary Receipts or the records of transfer thereof maintained by the Depositary, whichever the successor depositary may electReceipts. Any such successor depositary Depositary shall promptly mail notice of its appointment to the record holders of American Depositary the Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04. Any corporation into or with which the Depositary may be convertedmerged, merged consolidated or consolidated converted shall be the successor of such Depositary without the execution or filing of any document or any further act. Such successor Depositary may authenticate the Receipts in the name of its predecessor Depositary or in the name of the successor.
Appears in 1 contract
Samples: Deposit Agreement (Nationsbank Corp)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by sixty (60) days’ written notice of its election so to do delivered to the Company and the CustodianCompany, such resignation to take effect upon the earlier of (i) the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided and (ii) the expiration of sixty (60) days after delivery to the Company of such notice. The Depositary may at any time be removed by the Company by sixty (60) days’ written notice of such removal delivered which shall become effective upon the latter of (i) the sixtieth (60th) day after delivery thereof to the Depositary, such removal becoming effective upon Depositary and (ii) 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. 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; but such predecessor, nevertheless, solely 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 Deposited Securities to such successor, and shall deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the and such other books and records of transfer thereof maintained by the Depositary, whichever the successor depositary may electsuch predecessor and its agents with respect to its function as Depositary hereunder. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Samples: Deposit Agreement (Centerpulse LTD)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. (a) The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do so delivered to the Company and the CustodianCompany, 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 written notice of such removal delivered to the Depositary, such removal becoming effective to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. Upon any such removal or appointment, the Company shall deliver 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 30 day period referred to in Section 6.02delivery 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 Borough United States of ManhattanAmerica and having a combined capital and surplus of at least $50,000,000. If a successor depositary shall not have been appointed and have accepted appointment in 60 days, The City the resigning Depositary may petition a court of New York and an office or agency in London. In the event of a failure of the Company competent jurisdiction to appoint a successor depositary, the Depositary may appoint its own successor. 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; but predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company 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 Securities deposited Series A 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 American Depositary Receipts or the records of transfer thereof maintained by the Depositary, whichever the successor depositary may electReceipts. Any successor depositary shall promptly mail deliver notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04. .
(d) Any corporation or other entity into or with which the Depositary may be merged, consolidated or converted, merged or consolidated 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. Such successor depositary may execute the Receipts either in the name of the predecessor depositary or in the name of the successor depositary.
(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 1 contract
Samples: Deposit Agreement (Cadiz Inc)
Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do resignation delivered to the Company and the CustodianCompany, such resignation to be effective on the earlier of (i) the 30th day after delivery thereof to the Company (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 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, which removal delivered shall be effective on the earlier of (i) the 30th day after delivery thereof to the DepositaryDepositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof), such removal becoming effective or (ii) upon the appointment by the Company 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 the 30 day period referred shall use its best efforts to in Section 6.02, appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The the City of New York and an office or agency in London. In the event of a failure of the Company to appoint a successor depositary, the Depositary may appoint its own successorYork. Every successor 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 depositary, 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; but such predecessor, nevertheless. The predecessor depositary, upon payment of all sums due to it and on the written request of the Company 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 Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the record holders Holders of all outstanding American Depositary Receipts or the records of transfer and such other information relating to Receipts and Holders thereof maintained by the Depositary, whichever as the successor depositary may electreasonably request. Any such successor depositary shall promptly mail notice of its appointment to the record holders of American Depositary Receipts, each Subdepositary and the Custodian and publish notice of its appointment as provided in Section 7.04such Holders. Any corporation into or with which the Depositary may be converted, merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.
Appears in 1 contract
Samples: Deposit Agreement (Braskem Sa)