Common use of Surrender of American Depositary Shares and Withdrawal of Deposited Securities Clause in Contracts

Surrender of American Depositary Shares and Withdrawal of Deposited Securities. The Owner of ADSs shall be entitled to delivery (at the Custodian’s designated office) of the Deposited Securities at the time represented by the ADSs upon satisfaction of each of the following conditions: (i) the Owner (or a duly-authorized attorney of the Owner) has duly delivered ADSs to the Depositary at its Principal Office (and if applicable, the Receipts evidencing such ADSs) for the purpose of withdrawal of the Deposited Securities represented thereby, (ii) if applicable and so required by the Depositary, the Receipts delivered to the Depositary for such purpose have been properly endorsed in blank or are accompanied by proper instruments of transfer in blank (including signature guarantees in accordance with standard securities industry practice), (iii) if so required by the Depositary, the Owner of the ADSs has executed and delivered to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered to or upon the written order of the person(s) designated in such order, and (iv) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 and Exhibit B) have been paid, subject, however, in each case, to the terms and conditions of the Receipts evidencing the surrendered ADSs and of the Deposit Agreement. Thereupon the Depositary shall direct the Custodian to deliver as promptly as practicable at the Custodian’s designated office, subject to Sections 2.6, 3.1 and 3.2 and to the other terms and conditions of this Deposit Agreement, to or upon the written order of the person or persons designated in the order delivered to the Depositary as above provided, the amount of Deposited Securities represented by the American Depositary Shares, except that the Depositary may make delivery as promptly as practicable to such person or persons at the Principal Office of the Depositary of any dividends or distributions with respect to the Deposited Securities represented by the American Depositary Shares, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary. Notwithstanding anything else contained in any Receipt or the Deposit Agreement, the Depositary may make delivery at the Principal Office of the Depositary of Deposited Property consisting of (i) any cash dividends or cash distributions, or (ii) any proceeds from the sale of any non-cash distributions, which are at the time held by the Depositary in respect of the Deposited Securities represented by the ADSs surrendered for cancellation and withdrawal. At the request, risk and expense of any Owner so surrendering ADSs, and for the account of such Owner, the Depositary shall direct the Custodian to forward as promptly as practicable (to the extent permitted by law) any Deposited Property (other than Deposited Securities) held by the Custodian in respect of such ADSs to the Depositary for delivery as promptly as practicable at the Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Owner, by cable, telex or facsimile transmission.

Surrender of American Depositary Shares and Withdrawal of Deposited Securities. The Owner Holder of ADSs shall be entitled to delivery Delivery (at the Custodian’s designated office) of the Deposited Securities at the time represented by the ADSs upon satisfaction of each of the following conditions: (i) the Owner Holder (or a duly-authorized attorney of the OwnerHolder) has duly delivered Delivered ADSs to the Depositary at its Principal Office (and if applicable, the Receipts ADRs evidencing such ADSs) for the purpose of withdrawal of the Deposited Securities represented thereby, (ii) if applicable and so required by the Depositary, the Receipts delivered ADRs Delivered to the Depositary for such purpose have been properly endorsed in blank or are accompanied by proper instruments of transfer in blank (including signature guarantees in accordance with standard securities industry practice), (iii) if so required by the Depositary, the Owner Holder of the ADSs has executed and delivered to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered Delivered to or upon the written order of the person(sPerson(s) designated in such order, and (iv) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 and Exhibit B) have been paid, subject, however, in each case, to the terms and conditions of the Receipts ADRs evidencing the surrendered ADSs ADSs, of this Deposit Agreement, and of the Deposit AgreementCompany’s Articles of Association, to any applicable laws and the rules of Euroclear Nederland, and to any provisions of the Deposited Securities, in each case as in effect at the time thereof. Thereupon Upon satisfaction of each of the conditions specified above in this Section 2.7, the Depositary (i) shall cancel the ADSs Delivered to it (and, if applicable, the ADR(s) evidencing the ADSs so Delivered), (ii) shall direct the Registrar to record the cancellation of the ADSs so Delivered on the books maintained for such purpose, and (iii) shall direct the Custodian to deliver Deliver, or cause the Delivery of, in each case, without unreasonable delay, the Deposited Securities represented by the ADSs so canceled together with any certificate or other document of title for the Deposited Securities, or evidence of the electronic transfer thereof (if available), as promptly as practicable at the Custodian’s designated office, subject to Sections 2.6, 3.1 and 3.2 and to the other terms and conditions of this Deposit Agreementcase may be, to or upon the written order of the person or persons Person(s) designated in the order delivered to the Depositary for such purpose, subject however, in each case, to the terms and conditions of this Deposit Agreement, of the ADRs evidencing the ADSs so canceled, and of the Articles of Association of the Company, to any applicable laws and the rules of Euroclear Nederland, and to the terms and conditions of the Deposited Securities, in each case as above providedin effect at the time thereof. The Depositary shall not accept for surrender ADSs representing less than one (1) Share. In the case of Delivery to it of ADSs representing a number other than a whole number of Shares, the amount Depositary shall cause ownership of Deposited Securities the appropriate whole number of Shares to be Delivered in accordance with the terms hereof, and shall, at the discretion of the Depositary, either (i) return to the Person surrendering such ADSs the number of ADSs representing any remaining fractional Share, or (ii) sell or cause to be sold the fractional Share represented by the American Depositary SharesADSs so surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges of, except that and expenses incurred by, the Depositary may make delivery as promptly as practicable to such person or persons at the Principal Office of the Depositary of any dividends or distributions with respect and (b) taxes withheld) to the Deposited Securities represented by Person surrendering the American Depositary Shares, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the DepositaryADSs. Notwithstanding anything else contained in any Receipt ADR or the this Deposit Agreement, the Depositary may make delivery at the Principal Office of the Depositary of Deposited Property consisting of (i) any cash dividends or cash distributionsdistributions in respect of the Deposited Securities represented by the ADSs surrendered for cancellation and withdrawal, or (ii) any proceeds from the sale of any non-cash distributions, which are at the time held by the Depositary in respect of the Deposited Securities represented by the ADSs surrendered for cancellation and withdrawal. At the request, risk and expense of any Owner so surrendering ADSs, and for the account of such Owner, the Depositary shall direct the Custodian to forward as promptly as practicable (to the extent permitted by law) any Deposited Property (other than Deposited Securities) held by the Custodian in respect of such ADSs to the Depositary for delivery as promptly as practicable at the Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Owner, by cable, telex or facsimile transmission.

Surrender of American Depositary Shares and Withdrawal of Deposited Securities. The Owner Holder of this ADR (and of the ADSs evidenced hereby) shall be entitled to delivery Delivery (at the Custodian’s designated office) of the Deposited Securities at the time represented by the ADSs evidenced hereby upon satisfaction of each of the following conditions: (i) the Owner Holder (or a duly-authorized attorney of the OwnerHolder) has duly delivered ADSs Delivered to the Depositary at its Principal Office the ADSs evidenced hereby (and and, if applicable, the Receipts evidencing such ADSsthis ADR) for the purpose of withdrawal of the Deposited Securities represented thereby, (ii) if applicable and so required by the Depositary, the Receipts delivered this ADR Delivered to the Depositary for such purpose have has been properly endorsed in blank or are is accompanied by proper instruments of transfer in blank (including signature guarantees in accordance with standard securities industry practice), (iii) if so required by the Depositary, the Owner Holder of the ADSs has executed and delivered to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered Delivered to or upon the written order of the person(sPerson(s) designated in such order, and (iv) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 of, and Exhibit BB to, the Deposit Agreement) have been paid, subject, however, in each case, to the terms and conditions of the Receipts this ADR evidencing the surrendered ADSs and ADSs, of the Deposit Agreement, and of the Company’s Articles of Association, to any applicable laws and the rules of Euroclear Nederland, and to any provisions of the Deposited Securities, in each case as in effect at the time thereof. Thereupon Upon satisfaction of each of the conditions specified above, the Depositary (i) shall cancel the ADSs Delivered to it (and, if applicable, this ADR(s) evidencing the ADSs so Delivered), (ii) shall direct the Registrar to record the cancellation of the ADSs so Delivered on the books maintained for such purpose, and (iii) shall direct the Custodian to deliver Deliver, or cause the Delivery of, in each case, without unreasonable delay, the Deposited Securities represented by the ADSs so canceled together with any certificate or other document of title for the Deposited Securities, or evidence of the electronic transfer thereof (if available), as promptly as practicable at the Custodian’s designated office, subject to Sections 2.6, 3.1 and 3.2 and to the other terms and conditions of this Deposit Agreementcase may be, to or upon the written order of the person or persons Person(s) designated in the order delivered to the Depositary for such purpose, subject however, in each case, to the terms and conditions of the Deposit Agreement, of this ADR evidencing the ADS so canceled, and of the Articles of Association of the Company, to any applicable laws and the rules of Euroclear Nederland, and to the terms and conditions of the Deposited Securities, in each case as above providedin effect at the time thereof. The Depositary shall not accept for surrender ADSs representing less than one (1) Share. In the case of Delivery to it of ADSs representing a number other than a whole number of Shares, the amount Depositary shall cause ownership of Deposited Securities the appropriate whole number of Shares to be Delivered in accordance with the terms hereof, and shall, at the discretion of the Depositary, either (i) return to the Person surrendering such ADSs the number of ADSs representing any remaining fractional Share, or (ii) sell or cause to be sold the fractional Share represented by the American Depositary SharesADSs so surrendered and remit the proceeds of such sale (net of (a) applicable fees and charges of, except that and expenses incurred by, the Depositary may make delivery as promptly as practicable to such person or persons at the Principal Office of the Depositary of any dividends or distributions with respect and (b) taxes withheld) to the Deposited Securities represented by Person surrendering the American Depositary Shares, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the DepositaryADSs. Notwithstanding anything else contained in any Receipt this ADR or the Deposit Agreement, the Depositary may make delivery at the Principal Office of the Depositary of Deposited Property consisting of (i) any cash dividends or cash distributionsdistributions in respect of the Deposited Securities represented by the ADSs surrendered for cancellation and withdrawal, or (ii) any proceeds from the sale of any non-cash distributions, which are at the time held by the Depositary in respect of the Deposited Securities represented by the ADSs surrendered for cancellation and withdrawal. At the request, risk and expense of any Owner so surrendering ADSs, and for the account of such Owner, the Depositary shall direct the Custodian to forward as promptly as practicable (to the extent permitted by law) any Deposited Property (other than Deposited Securities) held by the Custodian in respect of such ADSs to the Depositary for delivery as promptly as practicable at the Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Owner, by cable, telex or facsimile transmission.

Surrender of American Depositary Shares and Withdrawal of Deposited Securities. The Owner of ADSs shall be entitled to delivery (at the Custodian’s designated office) of the Deposited Securities at the time represented by the ADSs upon satisfaction of each of the following conditions: (i) the Owner (or a duly-authorized attorney of the Owner) has duly delivered ADSs to the Depositary at its Principal Office (and if applicable, the Receipts evidencing such ADSs) for the purpose of withdrawal of the Deposited Securities represented thereby, (ii) if applicable and so required by the Depositary, the Receipts delivered to the Depositary for such purpose have been properly endorsed in blank or are accompanied by proper instruments of transfer in blank (including signature guarantees in accordance with standard securities industry practice), (iii) if so required by the Depositary, the Owner of the ADSs has executed and delivered to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered to or upon the written order of the person(s) designated in such order, and (iv) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 5.09 and Exhibit B) have been paid, subject, however, in each case, to the terms and conditions of the Receipts evidencing the surrendered ADSs and of the Deposit Agreement. Thereupon the Depositary shall direct the Custodian to deliver as promptly as practicable at the Custodian’s designated office, subject to Sections 2.62.06, 3.1 3.01 and 3.2 3.02 and to the other terms and conditions of this Deposit Agreement, to or upon the written order of the person or persons designated in the order delivered to the Depositary as above provided, the amount of Deposited Securities represented by the American Depositary Shares, except that the Depositary may make delivery as promptly as practicable to such person or persons at the Principal Office of the Depositary of any dividends or distributions with respect to the Deposited Securities represented by the American Depositary Shares, or of any proceeds of sale of any dividends, distributions or rights, which may at the time be held by the Depositary. Notwithstanding anything else contained in any Receipt or the Deposit Agreement, the Depositary may make delivery at the Principal Office of the Depositary of Deposited Property consisting of (i) any cash dividends or cash distributions, or (ii) any proceeds from the sale of any non-cash distributions, which are at the time held by the Depositary in respect of the Deposited Securities represented by the ADSs surrendered for cancellation and withdrawal. At the request, risk and expense of any Owner so surrendering ADSs, and for the account of such Owner, the Depositary shall direct the Custodian to forward as promptly as practicable (to the extent permitted by law) any Deposited Property (other than Deposited Securities) held by the Custodian in respect of such ADSs to the Depositary for delivery as promptly as practicable at the Principal Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Owner, by cable, telex or facsimile transmission. The Company represents and warrants that there are no restrictions under the Turkish exchange control laws (Decree No. 32 Regarding The Protection of the Value of the Turkish Currency) in force as of the date of this Deposit Agreement that are applicable to the transfer of dividends or any other rights, other than the restrictions on the right to participate in Board of Directors' or stockholders' meetings, or exercise voting rights with respect to Shares, in the absence of registration with the appropriate authorities in Turkey, which registration has not been made, arising out of the acquisition, holding or disposal of Shares withdrawn upon the surrender of a Receipt or to the receipt of Turkish Lira upon disposal of such Shares or to the conversion by or on behalf of any person that has withdrawn Shares of any such amounts denominated in Turkish Lira into any other currency, provided that any acquisition or disposition of such Shares is effected through a bank or broker authorized by the Turkish Capital Markets Board.