Common use of Termination Clause in Contracts

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 98 contracts

Sources: Deposit Agreement (Intchains Group LTD), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Belite Bio, Inc)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination termination, provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit AgreementSection 5.4 hereof, the Depositary may terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the this Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) Section 2.6 hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to deliveryDelivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the this Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit AgreementSection 2.6 hereof, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the this Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAmerican Depositary Shares, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in for its obligations to the Deposit AgreementDepositary hereunder. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 98 contracts

Sources: Deposit Agreement (Radiopharm Theranostics LTD), Deposit Agreement (Radiopharm Theranostics LTD), Deposit Agreement (Radiopharm Theranostics LTD)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to before such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each the Holder will, upon surrender of such Holder’s 's Receipt at the Corporate Trust Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 82 contracts

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

Termination. The Depositary shallThis Agreement shall continue in full force and effect until the first to occur of: (a) termination by the Custodian by an instrument in writing delivered or mailed (certified mail, at any time at return receipt requested) to the written direction of the CompanyFund, terminate the Deposit Agreement by mailing notice of such termination to take effect not sooner than ninety (90) days after the Holders date of all Receipts then outstanding at least 90 days prior such delivery or receipt; (b) termination by the Fund by an instrument in writing delivered or mailed (certified mail, return receipt requested) to the date fixed in such notice for Custodian, such termination provided thatto take effect not sooner than ninety (90) days after the date of such delivery or receipt; or (c) termination by the Fund by an instrument in writing delivered to the Custodian, based upon the Depositary shall be reimbursed for any amounts, fees, costs Fund's determination that there is reasonable basis to conclude that the Custodian is insolvent or expenses owed to it in accordance with that the terms financial condition of the Deposit Agreement and Custodian is deteriorating in accordance with any other agreements as otherwise agreed material respect, in writing between the Company and the Depositary from time to time, prior to such which case termination shall take effecteffect upon the Custodian's receipt of such notice or at such later time as the Fund shall designate. If 90 days In the event of termination pursuant to this Article VII, the Fund shall have expired after (i) the Depositary shall have delivered make payment of all accrued fees and unreimbursed expenses within a reasonable time following termination and delivery of a statement to the Company a written Fund setting forth such fees and expenses. The Fund shall identify in any notice of its election termination a successor custodian to resignwhich the cash, or (ii) the Company shall have delivered to the Depositary a written notice securities and other Assets of the removal Fund shall, upon termination of this Agreement, be delivered. In the event that securities and other Assets remain in the possession of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and Custodian after the date of termination hereof owing to failure of the Deposit AgreementFund to appoint a successor custodian, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, Custodian shall be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange compensation for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder its services in accordance with the terms fee schedule most recently in effect, for such period as the Custodian retains possession of such securities and conditions other Assets, and the provisions of this Agreement relating to the duties and obligations of the Deposit Agreement Custodian and any applicable taxes and/or governmental charges or assessments)the Fund shall remain in full force and effect for such period. At any time after In the expiration of six months from the date of termination event of the Deposit Agreementappointment of a successor custodian, the Depositary may sell cash, securities and other Assets owned by the Deposited Securities then held hereunder Fund and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunderthe Custodian, any Subcustodian or nominee shall be delivered, at the terminating party's expense, to the successor custodian; and the Custodian agrees to cooperate with the Fund in an unsegregated account, without liability for interest the execution of documents and performance of other actions necessary or desirable in order to substitute the successor custodian for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations Custodian under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit this Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 75 contracts

Sources: Custodian Agreement (W&r Target Funds Inc), Custodian Agreement (Waddell & Reed Advisors Select Funds Inc), Custodian Agreement (Ivy Funds Inc)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 90 thirty (30) days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effecttermination. If 90 (i) ninety (90) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) ninety (90) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and and, in either case case, a successor depositary shall not have been appointed and accepted its appointment as provided herein and in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 30 thirty (30) days prior to the date fixed in such notice for such termination. On and after the The date of so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at and the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof Holders and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, Beneficial Owners will be entitled to delivery, to him or upon his order, all of their rights under the amount of Deposited Securities represented by such ReceiptDeposit Agreement. If any Receipts ADSs shall remain outstanding after the date of termination of the Deposit AgreementTermination Date, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend not, after the distribution of dividends Termination Date, have any obligation to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, shall (ii) sell rights or other property as provided Deposited Property received in the Deposit Agreementrespect of Deposited Securities, and shall continue to (iii) deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other propertyDeposited Property, in exchange for Receipts ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any (iv) take such actions as may be required under applicable taxes and/or governmental charges or assessments)law in connection with its role as Depositary under the Deposit Agreement. At any time after the expiration of six months from the date of termination of the Deposit AgreementTermination Date, the Depositary may sell the Deposited Securities Property then held hereunder under the Deposit Agreement and may thereafter shall after such sale hold uninvested un-invested the net proceeds of any such sale, together with any other cash then held by it hereunderunder the Deposit Agreement, in an unsegregated account, un-segregated account and without liability for interest interest, for the pro rata benefit of the Holders of Receipts whose Receipts ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any applicable taxes and/or governmental charges or assessments(ii) and except as set forth may be required at law in the Deposit Agreement. Upon connection with the termination of the Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement Agreement, except as set forth in for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination Termination Date shall survive such effective date of termination the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and (except as specifically provided in the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of terminationDeposit Agreement). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 66 contracts

Sources: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement, Deposit Agreement (Citibank,N.A./ADR)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 90 thirty (30) days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effecttermination. If 90 (i) ninety (90) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) ninety (90) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and and, in either case case, a successor depositary shall not have been appointed and accepted its appointment as provided herein and in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 30 thirty (30) days prior to the date fixed in such notice for such termination. On and after the The date of so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at and the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof Holders and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, Beneficial Owners will be entitled to delivery, to him or upon his order, all of their rights under the amount of Deposited Securities represented by such ReceiptDeposit Agreement. If any Receipts ADSs shall remain outstanding after the date of termination of the Deposit AgreementTermination Date, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend not, after the distribution of dividends Termination Date, have any obligation to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, shall (ii) sell rights or other property as provided Deposited Property received in the Deposit Agreementrespect of Deposited Securities, and shall continue to (iii) deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other propertyDeposited Property, in exchange for Receipts ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any (iv) take such actions as may be required under applicable taxes and/or governmental charges or assessments)law in connection with its role as Depositary under the Deposit Agreement. At any time after the expiration of six months from the date of termination of the Deposit AgreementTermination Date, the Depositary may sell the Deposited Securities Property then held hereunder under the Deposit Agreement and may thereafter shall after such sale hold uninvested un-invested the net proceeds of any such sale, together with any other cash then held by it hereunderunder the Deposit Agreement, in an unsegregated account, un-segregated account and without liability for interest interest, for the pro rata benefit of the Holders of Receipts whose Receipts ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any applicable taxes and/or governmental charges or assessments(ii) and except as set forth may be required at law in the Deposit Agreement. Upon connection with the termination of the Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement Agreement, except as set forth in for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination Termination Date shall survive such effective date of termination the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained except as specifically provided in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary).

Appears in 62 contracts

Sources: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination termination, provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to before such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit AgreementSection 5.4, the Depositary may terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the this Deposit Agreement, each the Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement Section 2.6 and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to deliveryDelivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the this Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit AgreementSection 2.6, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the this Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAmerican Depositary Shares, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in for its obligations to the Deposit AgreementDepositary hereunder. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 60 contracts

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

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 90 thirty (30) days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effecttermination. If 90 (i) ninety (90) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) one hundred twenty (120) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and and, in either case case, a successor depositary shall not have been appointed and accepted its appointment as provided herein and in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 30 thirty (30) days prior to the date fixed in such notice for such termination. On and after the The date of so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at and the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof Holders and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, Beneficial Owners will be entitled to delivery, to him or upon his order, all of their rights under the amount of Deposited Securities represented by such ReceiptDeposit Agreement. If any Receipts ADSs shall remain outstanding after the date of termination of the Deposit AgreementTermination Date, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend not, after the distribution of dividends Termination Date, have any obligation to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, shall (ii) sell rights or other property as provided Deposited Property received in the Deposit Agreementrespect of Deposited Securities, and shall continue to (iii) deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other propertyDeposited Property, in exchange for Receipts ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any (iv) take such actions as may be required under applicable taxes and/or governmental charges or assessments)law in connection with its role as Depositary under the Deposit Agreement. At any time after the expiration of six months from the date of termination of the Deposit AgreementTermination Date, the Depositary may sell the Deposited Securities Property then held hereunder under the Deposit Agreement and may thereafter shall after such sale hold uninvested un-invested the net proceeds of any such sale, together with any other cash then held by it hereunderunder the Deposit Agreement, in an unsegregated account, un-segregated account and without liability for interest interest, for the pro rata benefit of the Holders of Receipts whose Receipts ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any applicable taxes and/or governmental charges or assessments(ii) and except as set forth may be required at law in the Deposit Agreement. Upon connection with the termination of the Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement Agreement, except as set forth in for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination Termination Date shall survive such effective date of termination the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and (except as specifically provided in the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of terminationDeposit Agreement). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 35 contracts

Sources: Deposit Agreement (HW Electro Co., Ltd.), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder▇▇▇▇▇▇’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 35 contracts

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Jinxin Technology Holding Co)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 60 days prior to the date fixed in such notice for such termination termination, provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit AgreementSection 5.4 hereof, the Depositary may terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the this Deposit Agreement, each the Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) Section 2.6 hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to deliveryDelivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the this Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit AgreementSection 2.6 hereof, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the this Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAmerican Depositary Shares, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositaryhereunder.

Appears in 32 contracts

Sources: Deposit Agreement (Yirendai Ltd.), Deposit Agreement (Yirendai Ltd.), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 90 thirty (30) days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effecttermination. If 90 (i) ninety (90) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) one hundred twenty (120) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and and, in either case case, a successor depositary shall not have been appointed and accepted its appointment as provided herein and in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 30 thirty (30) days prior to the date fixed in such notice for such termination. On and after the The date of so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at and the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof Holders and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, Beneficial Owners will be entitled to delivery, to him or upon his order, all of their rights under the amount of Deposited Securities represented by such ReceiptDeposit Agreement. If any Receipts ADSs shall remain outstanding after the date of termination of the Deposit AgreementTermination Date, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend not, after the distribution of dividends Termination Date, have any obligation to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, shall (ii) sell rights or other property as provided Deposited Property received in the Deposit Agreementrespect of Deposited Securities, and shall continue to (iii) deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other propertyDeposited Property, in exchange for Receipts ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any (iv) take such actions as may be required under applicable taxes and/or governmental charges or assessments)law in connection with its role as Depositary under the Deposit Agreement. At any time after the expiration of six months from the date of termination of the Deposit AgreementTermination Date, the Depositary may sell the Deposited Securities Property then held hereunder under the Deposit Agreement and may thereafter shall after such sale hold uninvested un-invested the net proceeds of any such sale, together with any other cash then held by it hereunderunder the Deposit Agreement, in an unsegregated account, un-segregated account and without liability for interest interest, for the pro rata benefit of the Holders of Receipts whose Receipts ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any applicable taxes and/or governmental charges or assessments(ii) and except as set forth may be required at law in the Deposit Agreement. Upon connection with the termination of the Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement Agreement, except as set forth in for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination Termination Date shall survive such effective date of termination the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained except as specifically provided in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary).

Appears in 28 contracts

Sources: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Underwriting Agreement (Xiao-I Corp)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each the Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 26 contracts

Sources: Deposit Agreement, Deposit Agreement (China Online Education Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders Owners of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate this Deposit Agreement by mailing notice of termination to the Company and the Owners of all Receipts then outstanding if at least 60 days have passed since the Depositary delivered to the Company a written notice of its election to resign and a successor depositary has not been appointed and accepted its appointment as provided in Section 5.04. On and after the date of termination termination, the Owner of the Deposit Agreement, each Holder a Receipt will, upon (a) surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the (b) payment of the charges fee of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forthSection 2.05, and upon (c) payment of any applicable taxes and/or or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Registrar Depositary thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders Owners thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or and other property as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges). At any time after the expiration of six months one year from the date of termination of the Deposit Agreementtermination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, and without liability for interest interest, for the pro rata benefit of the Holders Owners of Receipts whose Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAgreement, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessments) and except as set forth in the Deposit Agreementcharges). Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement Sections 5.08 and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary5.09.

Appears in 25 contracts

Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Lan Airlines SA)

Termination. The Depositary shall, at Upon termination of this Agreement with respect to any time at the written direction of the CompanyManaged Premises for any reason whatsoever, terminate Managing Agent shall as soon as practicable turn over to Owners all books, papers, funds, records, keys and other items relating to the Deposit Agreement management and operation of such Managed Premises, including, without limitation, all leases in the possession of Managing Agent and shall render to Owners a final accounting with respect thereto through the date of termination. Owners shall be obligated to pay all compensation for services rendered by mailing notice Managing Agent hereunder prior and up to the effective time of such termination, including, without limitation, any Fees and Construction Supervision Fees, and shall pay and reimburse to Managing Agent all expenses and costs incurred by Managing Agent prior and up to the effective time of such termination which are otherwise payable or reimbursable to Managing Agent pursuant to the Holders terms of all Receipts then outstanding at least 90 days prior this Agreement (collectively, “Accrued Fees”). The amount of such fees paid as compensation pursuant to the date fixed in such notice for such termination provided that, the Depositary foregoing sentence shall be reimbursed for any amounts, fees, costs or expenses owed subject to it adjustment in accordance with the terms annual reconciliation contemplated by Section 6(b) and consistent with past practices in performing such reconciliation. A computation of all Accrued Fees and of the Deposit Agreement and in accordance Termination Fee, if any, due upon termination shall be delivered by Managing Agent to the Company within thirty (30) days following the effective date of termination. The Accrued Fees and, to the extent applicable, the Full Termination Fee or Performance Termination Fee, due upon termination shall be payable within ten (10) business days following the delivery to the Company of such computation. In addition to other actions on termination of this Agreement, for up to one hundred twenty (120) days following the date of notice of a termination of this Agreement, Managing Agent shall cooperate with any other agreements as otherwise agreed in writing between the Company and the Depositary from time Owners and use commercially reasonable efforts to timefacilitate the orderly transfer of management of the Managed Premises. In connection therewith Managing Agent shall assign to the Company, prior to one or more Owners, or to their designee(s), as directed by the Company, and the Company, such termination Owner(s) or their designee(s) shall take effectassume, all contracts entered into by Managing Agent pursuant to this Agreement, but excluding all insurance contracts, and multi-property contracts not limited in scope to the Managed Premises and all contracts with affiliates of Managing Agent. If 90 days Managing Agent shall have expired after (i) the Depositary shall have delivered also transfer to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement proprietary information with respect to the Receipts and Company and/or the SharesOwners. Additionally, Deposited Securities and ADSsthe Company, except to account for such net proceeds and other cash (after deductingone or more Owners, or charging, as their designee(s) shall have the case may be, in each case the charges right to offer employment to any employee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders Managing Agent whom Managing Agent proposes to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, terminate in connection with the termination of the Deposit Agreement, the Depositary may, independently a Covered Termination and without the need for any action by Managing Agent shall cooperate with the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by such Owners, or their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, designee(s) in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositaryconnection therewith.

Appears in 19 contracts

Sources: Property Management Agreement, Property Management Agreement, Property Management Agreement

Termination. The Depositary shall, at any time at the written direction of the Company, Either party to this Agreement may terminate the Deposit Agreement same by mailing notice of such termination in writing, delivered or mailed, postage prepaid, to the Holders of all Receipts then outstanding at least 90 other party hereto and received not less than sixty (60) days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to upon which such termination shall take effect. If 90 days Upon termination of this Agreement, Fund shall have expired after (i) pay to Custodian such compensation for its reimbursable disbursements, costs and expenses paid or incurred to such date and Fund shall use its best efforts to obtain a successor custodian. Unless the Depositary shall have delivered to the Company holders of a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice majority of the removal outstanding shares of Fund vote to have the Depositarysecurities, funds and other properties held under this Agreement delivered and paid over to some other person, firm or corporation specified in the vote, having not less than Two Million Dollars ($2,000,000) aggregate capital, surplus and undivided profits, as shown by its last published report, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of meeting such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed other qualifications for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except custodian as set forth in the Deposit Agreement. Upon Bylaws of Fund, the Board of Trustees of Fund shall, forthwith upon giving or receiving notice of termination of the Deposit this Agreement, appoint as successor custodian a bank or trust company having such qualifications. Custodian shall, upon termination of this Agreement, deliver to the successor custodian so specified or appointed, at custodian's office, all securities then held by Custodian hereunder, duly endorsed and in form for transfer, and all funds and other properties of Fund deposited with or held by Custodian hereunder, and shall cooperate in effecting changes in book-entries at the Depository Trust Company, the Treasury/Federal Reserve Book-Entry System, the Participants Trust Company and any other securities depository holding assets of the Fund. In the event no such vote has been adopted by the shareholders of Fund and no written order designating a successor custodian shall be discharged from all obligations under have been delivered to Custodian on or before the Deposit Agreement except as date when such termination shall become effective, then Custodian shall deliver the securities, funds and properties of Fund to a bank or trust company at the selection of Custodian and meeting the qualifications for custodian, if any, set forth in the Deposit Bylaws of Fund and having not less than Two Million Dollars ($2,000,000) aggregate capital, surplus and undivided profits, as shown by its last published report. Upon either such delivery to a successor custodian, Custodian shall have no further obligations or liabilities under this Agreement. The obligations Thereafter such bank or trust company shall be the successor custodian under the terms of the Deposit this Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when entitled to reasonable compensation for its services. In the applicable ADSs are presented by their Holders event that no such successor custodian can be found, Fund will submit to the Depositary for cancellation under the terms its shareholders, before permitting delivery of the Deposit cash and securities owned by Fund to anyone other than a successor custodian, the question of whether Fund shall be liquidated or shall function without a custodian. Not- withstanding the foregoing requirement as to delivery upon termination of this Agreement, Custodian may make any other delivery of the securities, funds and property of Fund which shall be permitted by the 1940 Act and Fund's Agreement and the Holders have each satisfied Declaration of Trust and Bylaws then in effect. Except as otherwise provided herein, neither this Agreement nor any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and portion thereof may be assigned by Custodian without the need for any action consent of Fund, authorized or approved by the Company, make available to Holders a resolution of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit its Board of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the DepositaryTrustees.

Appears in 18 contracts

Sources: Custody Agreement (Kemper Adjustable Rate U S Government Fund), Custody Agreement (Kemper Small Capitalization Equity Fund), Custody Agreement (Kemper Blue Chip Fund)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 60 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each the Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 18 contracts

Sources: Deposit Agreement, Deposit Agreement, Deposit Agreement (Yirendai Ltd.)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination termination, provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to before such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit AgreementSection 5.4, the Depositary may terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the this Deposit Agreement, each the Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement Section 2.6 and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the this Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit AgreementSection 2.6, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the this Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAmerican Depositary Shares, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in for its obligations to the Deposit AgreementDepositary hereunder. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 17 contracts

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

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the This Deposit Agreement may be terminated by mailing the Company upon not less than 30 days’ prior written notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after if (i) such termination is necessary to preserve the Depositary shall have delivered to Company’s status as a real estate investment trust under the Company a written notice Internal Revenue Code of its election to resign1986, as amended (or any successor provision), or (ii) the Company shall have delivered to holders of Receipts evidencing at least a majority of the Depositary a written notice of the removal of the DepositaryShares then outstanding consent to such termination, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, whereupon the Depositary may terminate the Deposit Agreement by mailing notice shall deliver or make available to each holder of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each Holder willa Receipt, upon surrender of the Receipt held by such Holder’s Receipt at the Corporate Trust Office holder, such number of the Depositary, upon the payment whole or fractional shares of the charges of deposited Preferred Stock as are represented by the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented Shares evidenced by such Depositary Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then property held by it hereunder, the Depositary in an unsegregated account, without liability for interest for respect of such Receipt. In the pro rata benefit event that this Deposit Agreement is terminated pursuant to clause (i) of the Holders immediately preceding sentence, the Company hereby agrees to use its reasonable best efforts to list or quote the Preferred Stock issued upon surrender of the Receipt evidencing the Depositary Shares represented thereby on a national securities exchange or interdealer quotation system. This Deposit Agreement will automatically terminate if (i) all outstanding Depositary Shares shall have been redeemed pursuant to Section 2.03 or (ii) there shall have been made a final distribution in respect of the deposited Preferred Stock in connection with any liquidation, dissolution or winding up of the Company and such distribution shall have been distributed to the holders of Receipts whose Receipts have not theretofore been surrenderedentitled thereto. After making such saleUpon the termination of this Deposit Agreement, (i) the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary, any Depositary’s Agent and any Registrar under Section 5.06 and Section 5.09 and (ii) the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation Company under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the DepositarySection 5.07.

Appears in 17 contracts

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

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination termination, provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit AgreementSection 5.4 hereof, the Depositary may terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the this Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) Section 2.6 hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to deliveryDelivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the this Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit AgreementSection 2.6 hereof, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the this Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAmerican Depositary Shares, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in for its obligations to the Deposit AgreementDepositary hereunder. The obligations under the terms of the this Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the this Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the this Deposit Agreement or any ADR, in connection with the termination of the this Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 17 contracts

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Jinxin Technology Holding Co)

Termination. (a) The Depositary shallTrust may be dissolved, at any time at the written direction only upon approval of not less than 80% of the CompanyTrustees or, terminate to the Deposit Agreement extent provided under those circumstances described in the registration statement, by mailing notice the vote of the majority of the Shareholders. Upon the dissolution of the Trust: (i) The Trust shall carry on no business except for the purpose of winding up its affairs. (ii) The Trustees shall proceed to wind up the affairs of the Trust and all of the powers of the Trustees under this Declaration shall continue until the affairs of the Trust shall have been wound up, including the power to fulfill or discharge the contracts of the Trust, collect its assets, sell, convey, assign, exchange, merge where the Trust is not the survivor, transfer or otherwise dispose of all or any part of the remaining Trust Property to one or more Persons at public or private sale for consideration which may consist in whole or in part in cash, securities or other property of any kind, discharge or pay its liabilities, and do all other acts appropriate to liquidate its business; provided that any sale, conveyance, assignment, exchange, merger in which the Trust is not the survivor, transfer or other disposition of all or substantially all the Trust Property of the Trust shall require approval of the principal terms of the transaction and the nature and amount of the consideration by Shareholders. (iii) After paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities and refunding agreements, as they deem necessary for their protection, the Trustees may distribute the remaining Trust Property, in cash or in kind or partly each, among the Shareholders according to their respective rights. (b) After the winding up and termination of the Trust and distribution to the Shareholders as herein provided, a majority of the Trustees shall execute and lodge among the records of the Trust an instrument in writing setting forth the fact of such termination to the Holders and shall execute and file a certificate of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance cancellation with the terms Secretary of State of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effectState of Delaware. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of Upon termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit AgreementTrust, the Registrar thereafter Trustees shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall thereupon be discharged from all obligations under the Deposit Agreement with respect to the Receipts further liabilities and duties hereunder, and the Shares, Deposited Securities rights and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges interests of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company all Shareholders shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositarythereupon cease.

Appears in 16 contracts

Sources: Agreement and Declaration of Trust (USVC Venture Capital Access Fund), Agreement and Declaration of Trust (USVC Venture Capital Access Fund), Agreement and Declaration of Trust (USVC Venture Capital Access Fund)

Termination. The Depositary shall(a) Either party hereto may, at any time at on no less than sixty (60) days prior written notice to the written direction other, terminate this Agreement with respect to the Trust or any Series (by deleting such Series from Exhibits A and B) without the payment of any penalty. (b) Upon termination each Series shall pay to SAFECO Services such compensation as may be due as of the Company, terminate the Deposit Agreement by mailing notice date of such termination and shall likewise reimburse SAFECO Services for its costs, expenses and disbursements. (c) If a successor transfer agent is appointed by the Board of Trustees, SAFECO Services shall, upon termination, deliver to such successor transfer agent at the Holders office of the transfer agent all Receipts transfer records then outstanding held hereunder and all funds or other properties of the Trust and deposited with or held by it hereunder. (d) If no successor transfer agent is appointed, SAFECO Services shall, in like manner, at least 90 days prior to its office, upon receipt of a certified copy of a vote of the date fixed in Board of Trustees deliver such notice for such termination provided thattransfer records, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it funds and other properties in accordance with such vote. (e) In the terms event that no written order designating a successor transfer agent or certified copy of a vote of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between Board shall have been delivered to SAFECO Services on or before the Company and the Depositary from time to time, prior to date when such termination shall take effect. If 90 days become effective, then SAFECO Services shall have expired after (i) the Depositary shall have delivered right to the Company deliver to a written notice bank or trust company doing business in Seattle, Washington, of its election to resignown selection, having proper qualifications, all transfer records, funds and other properties held by SAFECO Services and all instruments held by it relative thereto and all other property held by it under this Agreement. Thereafter such bank or trust company shall be the successor of SAFECO Services under this Agreement. (iif) In the Company shall have delivered to the Depositary a written notice of the removal of the Depositaryevent that transfer records, funds and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and other properties remain in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice possession of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and SAFECO Services after the date of termination hereof owing to failure of the Deposit AgreementTrust to procure the certified copy above referred to, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office or of the Depositarytrustees to appoint a successor transfer agent, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, SAFECO Services shall be entitled to delivery, fair compensation for its services during such period and the provisions of this Agreement relating to him or upon his order, the duties and obligations of the amount of Deposited Securities represented by such Receipt. If any Receipts SAFECO Services shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, in full force and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositaryeffect.

Appears in 15 contracts

Sources: Transfer Agent Agreement (Safeco Money Market Trusts), Transfer Agent Agreement (Safeco Common Stock Trust), Transfer Agent Agreement (Safeco Tax Exempt Bond Trust)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination termination, provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit AgreementSection 5.4, the Depositary may terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the this Deposit Agreement, each the Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement Section 2.6 and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the this Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit AgreementSection 2.6, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the this Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAmerican Depositary Shares, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositaryhereunder.

Appears in 13 contracts

Sources: Deposit Agreement, Deposit Agreement, Deposit Agreement

Termination. The Depositary shall, at any time at This Agreement may be terminated by the Agency upon written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding Grantee at least 30 days prior to the intended date fixed for such of termination. On and after Except as otherwise allowed or provided under this Agreement, the Agency’s sole liability upon such termination shall be to pay for approvable work performed prior to the Grantee’s receipt of the notice of termination; provided, however, that neither party may nullify obligations already incurred for performance or failure to perform prior to the date of termination termination. Notwithstanding the foregoing, this Agreement may be terminated immediately upon written notice to the Grantee, if the Grantee becomes unable to perform the services provided for in the grant, as determined by the Agency or if, during the term of the Deposit this Agreement, each Holder willthe Grantee or any of its officers, employees, or agents is indicted for fraud, embezzlement, or other crime due to misuse of grant funds. THIS PROVISION IS NOT EXCLUSIVE AND DOES NOT WAIVE THE AGENCY’S OTHER LEGAL RIGHTS AND REMEDIES CAUSED BY THE GRANTEE’S DEFAULT/BREACH OF THIS AGREEMENT. Immediately upon surrender receipt by the Grantee of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date notice of termination of the Deposit this Agreement, the Registrar thereafter shall discontinue Grantee shall: 1) not incur any further obligations for salaries, services, or any other expenditure of funds under this Agreement without written approval of the registration Agency; 2) comply with all directives issued by the Agency in the notice of transfers of Receipts, and the Depositary shall suspend the distribution of dividends termination as to the Holders thereofperformance of work under this Agreement; and 3) take such action as the Agency shall direct for the protection, and shall not give any further notices preservation, retention, or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other transfer of all property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject titled to the conditions Agency and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit records generated under this Agreement and any applicable taxes and/or governmental charges non-expendable personal property or assessments)equipment purchased by the Grantee with Agreement funds shall be dispensed pursuant to Subpart D of 2 C.F.R. Part 200. At any time after the expiration of six months from On the date the notice of termination is received, the Grantee shall furnish to the Agency a complete, detailed inventory of non-expendable personal property purchased with funds provided under the existing and previous Agency agreements with the Grantee; the property listed in the inventory report shall include client records and a final closing of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder financial records and may thereafter hold uninvested the net proceeds books of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall accounts which were required to be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action kept by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program Grantee under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.this Agreement regarding financial records

Appears in 13 contracts

Sources: Sub Grant Agreement, Sub Grant Agreement, Sub Grant Agreement

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination termination, provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit AgreementSection 5.4 hereof, the Depositary may terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the this Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) Section 2.6 hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to deliveryDelivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the this Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit AgreementSection 2.6 hereof, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the this Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAmerican Depositary Shares, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in for its obligations to the Deposit AgreementDepositary hereunder. The obligations under the terms of the this Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the this Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 12 contracts

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Kilcoy Global Foods, Ltd.), Deposit Agreement (WeRide Inc.)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each the Holder will, upon surrender of such Holder’s 's Receipt at the Corporate Trust Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or or governmental charges or assessments). At any time after the expiration of six months one year from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 11 contracts

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

Termination. The Depositary This Agreement may be terminated by the Fund or the Bank by 60 days written notice to the other, sent by registered mail, provided that any termination by the Fund shall be authorized by a resolution of its Board, a certified copy of which shall accompany such notice of termination, and provided further, that such resolution shall specify the names of the persons to whom the Bank shall deliver the Securities in the Custody Account and to whom the cash in the Deposit Account shall be paid. If notice of termination is given by the Bank, the Fund shall, within 60 days following the giving of such notice, deliver to the Bank a certified copy of a resolution of its Board specifying the names of the persons to whom the Bank shall deliver the Securities in the Custody Account and to whom the cash in the Deposit Account shall be paid. In either case the Bank will deliver such Securities and cash to the persons so specified, after deducting therefrom any amounts which the Bank determines to be owed to it under Section 15. If within 60 days following the giving of a notice of termination by the Bank, the Bank does not receive from the Fund a certified copy of a resolution of the Board specifying the names of the persons to whom the Bank shall deliver the Securities in the Custody Account and to whom the cash in the Deposit Account shall be paid, the Bank, at any time at its election, may deliver such Securities and pay such cash to a bank or trust company doing business in the written direction State of New York to be held and disposed of pursuant to the provisions of this Agreement, or to Authorized Persons, or may continue to hold such Securities and cash until a certified copy of one or more resolutions as aforesaid is delivered to the Bank. Concurrently with the delivery of such Securities, the Bank shall deliver to the Company, terminate the Deposit Agreement by mailing notice of or such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements person as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreementinstruct, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts records referred to in Article (2) Section 14 hereof and which are in the Deposit Agreement possession or control of the Bank. The obligations of the parties hereto regarding the use of reasonable care, indemnities and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts fees and expenses shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon survive the termination of the Deposit this Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 11 contracts

Sources: Foreign Custody Agreement (Kemper Europe Fund), Foreign Custody Agreement (Kemper Total Return Fund), Foreign Custody Agreement (Kemper Portfolios)

Termination. The Depositary This Agreement may be terminated by the Customer or the Custodian by ninety (90) days' written notice to the other; provided that notice by the Customer shall specify the names of the persons to whom the Custodian shall deliver the Securities in the Account and to whom the Cash in the Account shall be paid. If notice of termination is given by the Custodian, the Customer shall, at any time at within ninety (90) days following the giving of such notice, deliver to the Custodian a written direction notice specifying the names of the Companypersons to whom the Custodian shall deliver the Securities in the Account and to whom the Cash in the Account shall be paid. In either case, terminate the Deposit Agreement by mailing notice of Custodian will deliver such termination Property to the Holders of all Receipts then outstanding at least 90 days prior persons so specified, after deducting therefrom any amounts which the Custodian determines to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it hereunder. In addition, the Custodian may in accordance with its discretion withhold from such delivery such Property as may be necessary to settle transactions pending at the terms time of such delivery. The Customer grants to the Deposit Agreement Custodian a lien and in accordance with any other agreements as otherwise agreed in writing between right of setoff against the Company Account and the Depositary all Property held therein from time to time, prior to such termination shall take effecttime in the full amount of the foregoing obligations. If 90 within ninety (90) days following the giving of a notice of termination by the Custodian, the Custodian does not receive from the Customer a written notice specifying the names of the persons to whom the Custodian shall have expired after (i) deliver the Depositary Securities in the Account and to whom the Cash in the Account shall have be paid, the Custodian, at its election, may deliver such Securities and pay such Cash to a bank or trust company doing business in the State of New York to be held and disposed of pursuant to the provisions of this Agreement, or may continue to hold such Securities and Cash until a written notice as aforesaid is delivered to the Company a written notice of its election to resignCustodian, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary Custodian's obligations shall be discharged from all obligations under the Deposit Agreement with respect limited to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositarysafekeeping.

Appears in 11 contracts

Sources: Custodian Agreement (Flag Investors Real Estate Securities Fund Inc), Custodian Agreement (Flag Investors International Fund Inc), Custodian Agreement (North American Government Bond Fund Inc)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 90 thirty (30) days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effecttermination. If 90 (i) one hundred twenty (120) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) ninety (90) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and and, in either case case, a successor depositary shall not have been appointed and accepted its appointment as provided herein and in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 30 thirty (30) days prior to the date fixed in such notice for such termination. On and after the The date of so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at and the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof Holders and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, Beneficial Owners will be entitled to delivery, to him or upon his order, all of their rights under the amount of Deposited Securities represented by such ReceiptDeposit Agreement. If any Receipts ADSs shall remain outstanding after the date of termination of the Deposit AgreementTermination Date, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend not, after the distribution of dividends Termination Date, have any obligation to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, shall (ii) sell rights or other property as provided Deposited Property received in the Deposit Agreementrespect of Deposited Securities, and shall continue to (iii) deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other propertyDeposited Property, in exchange for Receipts ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any (iv) take such actions as may be required under applicable taxes and/or governmental charges or assessments)law in connection with its role as Depositary under the Deposit Agreement. At any time after the expiration of six months from the date of termination of the Deposit AgreementTermination Date, the Depositary may sell the Deposited Securities Property then held hereunder under the Deposit Agreement and may thereafter shall after such sale hold uninvested un-invested the net proceeds of any such sale, together with any other cash then held by it hereunderunder the Deposit Agreement, in an unsegregated account, un-segregated account and without liability for interest interest, for the pro rata benefit of the Holders of Receipts whose Receipts ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any applicable taxes and/or governmental charges or assessments(ii) and except as set forth may be required at law in the Deposit Agreement. Upon connection with the termination of the Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement Agreement, except as set forth in for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination Termination Date shall survive such effective date of termination the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and (except as specifically provided in the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of terminationDeposit Agreement). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 10 contracts

Sources: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Termination. The Depositary shallshall at any time, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders Owners of all Receipts then outstanding at least 90 30 days prior to the date fixed in such notice for such termination provided that, the termination. The Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the may likewise terminate this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between by mailing notice of such termination to the Company and the Depositary from time to timeOwners of all Receipts then outstanding, prior to such termination shall take effect. If 90 to be effective on a date specified in such notice not less than 30 days after the date thereof, if at any time 60 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, resign and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such terminationSection 5.04. On and after the date of termination termination, the Owner of the Deposit Agreement, each Holder a Receipt will, upon (a) surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the (b) payment of the charges fee of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forthSection 2.05, and upon (c) payment of any applicable taxes and/or or governmental charges, be entitled to delivery, to him the Owner or upon his the Owner’s order, of the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Registrar Depositary thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders Owners thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges). At any time after the expiration of six months one year from the date of termination of the Deposit Agreementtermination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, and without liability for interest interest, for the pro rata benefit of the Holders Owners of Receipts whose Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAgreement, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges) and except as set forth provided in the Deposit AgreementSection 5.08. Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement Sections 5.08 and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary5.09 hereof.

Appears in 10 contracts

Sources: Deposit Agreement (Natuzzi S P A), Deposit Agreement (Promotora Y Operadora De Infraestructura, S.A.B De C.V.), Deposit Agreement (Telemar Participacoes S.A.)

Termination. The Depositary shallWhile the Plan and Trust Fund are intended to be permanent, they may be terminated at any time at the written direction discretion of the CompanyEmployer; provided, terminate however, that, except as provided in Section 3.4, no action may be taken to render it possible, at any time prior to the Deposit Agreement by mailing notice satisfaction of all expenses and all liabilities with respect to Participants and their Beneficiaries, for any part of the corpus or income of the Trust Fund to be used for or diverted to purposes other than the Plan and for the payment of the expenses of the Trust Fund including any expenses incurred in effectuating the termination of the Plan and Trust Fund. In the event of the termination of the Plan and Trust Fund or upon partial termination, the rights of all affected Participants to benefits accrued, to the extent funded, as of the date of such termination or partial termination shall be one hundred percent (100%) vested and nonforfeitable. The Committee shall allocate the Trust Fund in accordance with section 4044 of the Act to the Holders extent of the sufficiency of such funds. However, if necessary to prevent prohibited discrimination under section 401(a)(4) of the Code, then the allocation of assets under section 4044 of the Act shall be reallocated to the extent necessary to avoid such discrimination. Written notification of a complete termination shall be given to each affected Participant and Beneficiary and the Trustee setting forth the termination date. If the Plan is subject to Title IV of the Act, the Committee shall also comply with the plan termination requirements of Title IV. The Trustee, after reserving an amount from the Trust Fund sufficient to pay expenses and charges, including the payment of all Receipts then outstanding at least 90 days prior to expenses incurred in effectuating such termination, such as the date fixed in such notice for such termination provided thatfees and retainers of the Plan's Trustees, actuary, accountant, custodian, administrator, counsel, and other specialists, shall distribute the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it assets of the Trust Fund in accordance with the terms directions of the Deposit Agreement and Committee which instructions shall be in accordance with Article IX. Unless otherwise elected in the Adoption Agreement, any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired assets of this Plan which remain after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not provisions have been appointed made to satisfy all liabilities of this Plan to Participants shall be allocated among Participants on a uniform and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securitiesnondiscriminatory basis, subject to the conditions limitations of Section 8.1. However, to the extent such allocation would result in prohibited discrimination or violate any other provision of law, the excess assets shall revert to the Employer. Except as provided by law, an Employer shall have no liability in respect of payments or benefits under the Plan and restrictions set forth in each Participant or Beneficiary shall look solely to the Deposit Agreement, together with Trust Fund for any dividends payments or other distributions received benefits under the Plan. The liability of the Trustee with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered shall be limited to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then amounts held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth Trustee in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the DepositaryTrust Fund.

Appears in 10 contracts

Sources: Adoption Agreement (Premier Strategic Growth Fund), Adoption Agreement (Dreyfus Global Growth Fund), Adoption Agreement (Dreyfus Growth Opportunity Fund Inc)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each the Holder will, upon surrender of such Holder’s 's Receipt at the Corporate Trust Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 10 contracts

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

Termination. The Depositary shallmay, at any time and shall at the written direction of the Company, terminate the Deposit Agreement and this ADR by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 30 days prior to the date fixed in such notice for such termination provided thattermination; provided, the Depositary shall be reimbursed for any amountshowever, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) if the Depositary shall have delivered to the Company a written (i) resigned as Depositary hereunder, notice of its election such termination by the Depositary shall not be provided to resignHolders unless a successor depositary shall not be operating hereunder within 45 days of the date of such resignation, or (ii) the Company shall have delivered to been removed as Depositary hereunder, notice of such termination by the Depositary a written notice of the removal of the Depositary, and in either case shall not be provided to Holders unless a successor depositary shall not have been appointed be operating hereunder on the 90th day after the Company's notice of removal was first provided to the Depositary. After the date so fixed for termination, (a) all Direct Registration ADRs shall cease to be eligible for the Direct Registration System and accepted shall be considered ADRs issued on the ADR Register and (b) the Depositary shall use its appointment reasonable efforts to ensure that the ADSs cease to be DTC eligible so that neither DTC nor any of its nominees shall thereafter be a Holder. At such time as provided herein and in the Deposit AgreementADSs cease to be DTC eligible and/or neither DTC nor any of its nominees is a Holder, the Depositary may terminate the Deposit Agreement by mailing notice of such termination shall (a) instruct its Custodian to deliver all Deposited Securities to the Holders of all Receipts then outstanding at least 30 days prior Company along with a general stock power that refers to the date fixed for such termination. On names set forth on the ADR Register and after (b) provide the date Company with a copy of termination the ADR Register (which copy may be sent by email or by any means permitted under the notice provisions of the Deposit Agreement). Upon receipt of such Deposited Securities and the ADR Register, the Company shall use its best efforts to issue to each Holder will, upon surrender of a Share certificate representing the Shares represented by the ADSs reflected on the ADR Register in such Holder’s Receipt 's name and to deliver such Share certificate to the Holder at the Corporate Trust Office address set forth on the ADR Register. After providing such instruction to the Custodian and delivering a copy of the DepositaryADR Register to the Company, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or its agents will perform any no further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends Agreement and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, this ADR and shall continue cease to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with have any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to and/or the Receipts ADRs. After the Company receives the copy of the ADR Register and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit AgreementSecurities, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in (i) to distribute the Deposit Agreement. The Shares to the Holders entitled thereto and (ii) for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositaryits agents.

Appears in 10 contracts

Sources: Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary), Termination of Amendment (JPMorgan Chase Bank, N.A. - ADR Depositary)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 9 contracts

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

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing providing notice of such termination to the Holders of all Receipts ADRs then outstanding at least 90 thirty (30) days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effecttermination. If 90 sixty (60) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit AgreementSection 5.4, the Depositary may terminate the this Deposit Agreement by mailing providing notice of such termination to the Holders of all Receipts ADRs then outstanding at least 30 thirty (30) days prior to the date fixed for such termination. On and after the date of termination of the this Deposit Agreement, each the Holder of an ADR will, upon surrender of such Holder’s Receipt ADR at the Corporate Trust Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts ADRs referred to in Article (2) hereof and in the Deposit Agreement Section 2.7 and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or or governmental charges, be entitled to deliveryDelivery, to him or upon his order, of the amount of Deposited Securities represented by such ReceiptADR. If any Receipts ADRs shall remain outstanding after the date of termination of the this Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of ReceiptsADRs, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit AgreementSection 2.7, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts ADRs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a ReceiptADR, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the this Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts ADRs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and ADRs, the Shares, Deposited Securities and the ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receiptan ADR, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement Sections 5.8, 5.9 and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary7.6 hereof.

Appears in 9 contracts

Sources: Deposit Agreement (Prudential PLC), Deposit Agreement (Prudential PLC), Deposit Agreement (Shinhan Financial Group Co LTD)

Termination. The Depositary shall, shall at any time at the written direction of the Company, Company terminate the this Deposit Agreement by mailing notice of such termination to the Holders Owners of all Receipts then outstanding at least 90 thirty (30) days prior to the date fixed in such notice for such termination provided that, the termination. The Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the may terminate this Deposit Agreement and in accordance with if at any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 ninety (90) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, resign and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit AgreementSection 5.04, such termination to become effective by the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders Owners of all Receipts then outstanding at least 30 thirty (30) days prior to the date fixed in such notice for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the this Deposit Agreement, the Registrar Depositary thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders Owners thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall shall, in accordance with and subject to the provisions of this Deposit Agreement, (i) continue to collect dividends and other distributions pertaining to Deposited Securities, shall (ii) sell rights or other property as provided in the this Deposit Agreement, Agreement and shall (iii) continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments)Depositary. At any time after the expiration of six (6) months from the date of termination of the Deposit Agreementtermination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, and without liability for interest interest, for the pro rata benefit of the Holders Owners of Receipts whose Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAgreement, except to account for such net proceeds and other cash (cash, after deducting, or charging, as the case may be, in each case case, the charges applicable fees and expenses of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or or governmental charges or assessments) and except as set forth provided in the Deposit AgreementSection 5.08. Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement Sections 5.08 and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary5.09 hereof.

Appears in 9 contracts

Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Carso Global Telecom /Fi), Deposit Agreement (Bank of New York / Adr Division)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 60 days prior to the date fixed in such notice for such termination termination, provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit AgreementSection 5.4 hereof, the Depositary may terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the this Deposit Agreement, each the Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) Section 2.6 hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the this Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit AgreementSection 2.6 hereof, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the this Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAmerican Depositary Shares, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositaryhereunder.

Appears in 9 contracts

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Bona Film Group LTD), Deposit Agreement (Bona Film Group LTD)

Termination. The Depositary If the Contractor should be adjudged bankrupt, or if the Contractor should make a general assignment for the benefit of Contractor’s creditors, or if a receiver should be appointed on account of Contractor’s insolvency, or if Contractor or any of Contractor’s subcontractors should violate any of the provisions of the Agreement, or if Contractor should refuse or fail to supply enough properly skilled workmen or proper materials, or if Contractor violates Labor Code section 1771.1(a), subject to the provisions of Labor Code section 1771.1(f), or should fail to make prompt payment to subcontractors or for material or labor, or disregard laws, ordinances or the instructions of the District, then the District may serve written notice upon the Contractor and its surety if applicable of its intention to terminate the Agreement. Unless, within five (5) days after the serving of such notice, such violations shall cease and satisfactory arrangements for corrections thereof be made, the Agreement shall, at any time upon the expiration of said five (5) days, at the written direction District’s option, terminate. If a performance bond is required, and in the event of the Company, terminate the Deposit Agreement by mailing notice of any such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided thattermination, the Depositary District shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with immediately serve written notice thereof upon the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company surety and the Depositary from time to timecontractor, prior to such termination shall take effect. If 90 days and the surety shall have expired the right to take over and perform the Agreement; provided, however, that if the surety, within ten (10) days after (i) the Depositary shall have delivered to serving upon it of Notice of Termination, does not give the Company a District written notice of its election intention to resign, take over and perform the Agreement or does not commence performance within ten (ii10) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination the serving of such notice; the District may then take over the applicable Project and prosecute the same to completion by any method it may deem advisable, for the account and at the expense of the Deposit AgreementContractor, and the Contractor shall be liable to the District for any excess cost occasioned the District thereby. In such event, the Depositary District may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest so doing, take possession of and utilize in completing the applicable Project, such materials, appliances and other property belonging to the Contractor as may be on the site of the applicable Project and necessary therefore. In such case the Contractor shall not be entitled to receive payment until the applicable Project is finished. If the Contract Sum exceeds the expense of finishing the applicable Project, including compensation for additional managerial and administrative services, such excess shall be paid to the Contractor. If such expense shall exceed the Contract Sum, the Contractor shall pay the difference to the District. The District may, at any time, terminate the Contract for the pro rata benefit District’s convenience and without cause. Upon receipt of written notice from the District of such termination for the District’s convenience, the Contractor shall (1) cease operations as directed by the District in the notice; (2) take actions necessary, or that the District may direct, for the protection and preservation of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall work; and (3) except for work directed to be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to performed prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained stated in the Deposit Agreement or any ADRnotice, in connection with terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. In case of such termination for the termination of the Deposit AgreementDistrict’s convenience, the Depositary mayContractor shall be entitled to receive payment for work executed, independently and without the need for any action costs incurred by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit reason of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositarytermination.

Appears in 9 contracts

Sources: Contractor’s Standard Agreement (Csa), Contractor’s Standard Agreement (Csa), Contractor’s Standard Agreement (Csa)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 90 thirty (30) days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effecttermination. If 90 (i) sixty (60) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) 120 days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and and, in either case case, a successor depositary shall not have been appointed and accepted its appointment as provided herein and in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 30 thirty (30) days prior to the date fixed in such notice for such termination. On and after the The date of so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at and the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof Holders and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, Beneficial Owners will be entitled to delivery, to him or upon his order, all of their rights under the amount of Deposited Securities represented by such ReceiptDeposit Agreement. If any Receipts ADSs shall remain outstanding after the date of termination of the Deposit AgreementTermination Date, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend not, after the distribution of dividends Termination Date, have any obligation to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, shall (ii) sell rights or other property as provided Deposited Property received in the Deposit Agreementrespect of Deposited Securities, and shall continue to (iii) deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other propertyDeposited Property, in exchange for Receipts ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any (iv) take such actions as may be required under applicable taxes and/or governmental charges or assessments)law in connection with its role as Depositary under the Deposit Agreement. At any time after the expiration of six months from the date of termination of the Deposit AgreementTermination Date, the Depositary may sell the Deposited Securities Property then held hereunder under the Deposit Agreement and may thereafter shall after such sale hold uninvested un-invested the net proceeds of any such sale, together with any other cash then held by it hereunderunder the Deposit Agreement, in an unsegregated account, un-segregated account and without liability for interest interest, for the pro rata benefit of the Holders of Receipts whose Receipts ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any applicable taxes and/or governmental charges or assessments(ii) and except as set forth may be required at law in the Deposit Agreement. Upon connection with the termination of the Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement Agreement, except as set forth in for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination Termination Date shall survive such effective date of termination the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 9 contracts

Sources: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Kimree, Inc.), Deposit Agreement (Tarena International, Inc.)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 90 thirty (30) days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effecttermination. If 90 ninety (90) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) 120 days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and and, in either case case, a successor depositary shall not have been appointed and accepted its appointment as provided herein and in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 30 thirty (30) days prior to the date fixed in such notice for such termination. On and after the The date of so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at and the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof Holders and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, Beneficial Owners will be entitled to delivery, to him or upon his order, all of their rights under the amount of Deposited Securities represented by such ReceiptDeposit Agreement. If any Receipts ADSs shall remain outstanding after the date of termination of the Deposit AgreementTermination Date, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend not, after the distribution of dividends Termination Date, have any obligation to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, shall (ii) sell rights or other property as provided Deposited Property received in the Deposit Agreementrespect of Deposited Securities, and shall continue to (iii) deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other propertyDeposited Property, in exchange for Receipts ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any (iv) take such actions as may be required under applicable taxes and/or governmental charges or assessments)law in connection with its role as Depositary under the Deposit Agreement. At any time after the expiration of six months from the date of termination of the Deposit AgreementTermination Date, the Depositary may sell the Deposited Securities Property then held hereunder under the Deposit Agreement and may thereafter shall after such sale hold uninvested un-invested the net proceeds of any such sale, together with any other cash then held by it hereunderunder the Deposit Agreement, in an unsegregated account, un-segregated account and without liability for interest interest, for the pro rata benefit of the Holders of Receipts whose Receipts ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any applicable taxes and/or governmental charges or assessments(ii) and except as set forth may be required at law in the Deposit Agreement. Upon connection with the termination of the Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement Agreement, except as set forth in for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination Termination Date shall survive such effective date of termination the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 8 contracts

Sources: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Tarena International, Inc.)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 8 contracts

Sources: Deposit Agreement (WeRide Inc.), Deposit Agreement (Coforge LTD), Deposit Agreement (DiDi Global Inc.)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each the Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or or governmental charges or assessments). At any time after the expiration of six months one year from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 8 contracts

Sources: Deposit Agreement (New Oriental Education & Technology Group Inc.), Deposit Agreement (China Digital TV Holding Co., Ltd.), Deposit Agreement (Joint Stock Co Sitronics)

Termination. The Depositary shall, This Deposit Agreement may be terminated by the Company at any time at upon not less than 60 days’ prior written notice to the written direction Depositary, in which case, upon a date that is not later than 30 days after the date of such notice, the Depositary shall deliver or make available for delivery to holders of Receipts, upon surrender of the CompanyReceipt or Receipts held by such holder, and upon payment of any applicable taxes or governmental charges, such number of whole shares of Stock represented by such Receipt or Receipts. The Depositary may likewise terminate the this Deposit Agreement by mailing notice of such termination to the Holders Company and the holders of all Receipts then outstanding if at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 60 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, resign and in either case a successor depositary Depositary shall not have been appointed and accepted its appointment as provided herein and in Section 5.04. If the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice holder of any Receipt or Receipts shall not have surrendered such termination to the Holders Receipt or Receipts in exchange for whole shares of all Receipts then outstanding at least 30 days Stock on or prior to the date fixed for such termination. On and after the effective date of termination of the this Deposit Agreement, each Holder willsuch holder shall for all purposes, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon including the payment of the charges dividends, be deemed to be a holder of the Depositary for the surrender appropriate number of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment whole shares of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities Stock previously represented by such ReceiptReceipt or Receipts and shall thereafter surrender to the Company such Receipt or Receipts in exchange for whole shares of Stock. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Registrar Depositary thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders holders thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securitiesthe Stock, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreementsuch Stock, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder holder of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges). At any time after the expiration of six months one year from the date of termination of the Deposit Agreementtermination, the Depositary may sell the Deposited Securities such Stock then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest interest, for the pro rata benefit of the Holders of Receipts whose Receipts holders which have not theretofore been surrenderedsurrendered their Receipts. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAgreement, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder holder of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges charges). This Deposit Agreement shall automatically terminate after there shall have been made a final distribution in respect of the Stock in connection with any liquidation, dissolution or assessments) winding up of the Company and except such distribution shall have been distributed to the holders of Receipts pursuant to Sections 4.01 or 4.02, as set forth in the Deposit Agreementapplicable. Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation and any Depositary’s Agent and any Registrar under the terms of the Deposit Agreement Sections 5.06 and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary5.07.

Appears in 8 contracts

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

Termination. The Depositary shallrespective obligations and responsibilities of the Seller, as servicer, shall terminate upon (a) the distribution to the Purchaser of the final payment or liquidation with respect to the last Mortgage Loan (or advances of same by the Seller); (b) the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure with respect to the last Mortgage Loan and the remittance of all funds due hereunder or (c) by mutual consent of the Seller and the Purchaser in writing. Upon written request from the Purchaser in connection with any such termination, the Seller shall prepare, execute and deliver, any and all documents and other instruments, place in the Purchaser’s possession all Mortgage Files, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at any time the Purchaser’s sole expense. The Seller agrees to cooperate with the Purchaser and such successor in effecting the termination of the Seller’s responsibilities and rights hereunder as servicer, including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the written direction of time be credited by the Company, terminate the Deposit Agreement by mailing notice of such termination Seller to the Holders of all Receipts then outstanding at least 90 days prior Custodial Account or Escrow Account or thereafter received with respect to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement Mortgage Loans. Notwithstanding and in accordance with any other agreements as otherwise agreed addition to the foregoing, in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after event that a Mortgage Loan (i) the Depositary shall have delivered to the Company becomes delinquent for a written notice period of its election to resign, ninety (90) days or more (a “Delinquent Mortgage Loan”) or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreementbecomes an REO Property, the Depositary may Purchaser may, at its option, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit this Agreement with respect to such Delinquent Mortgage Loan or REO Property upon twenty (20) days’ written notice to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the Seller; provided that upon termination of this Agreement with respect to such Delinquent Mortgage Loan or REO Property the Deposit Agreement, Purchaser shall reimburse the Company shall be discharged from Seller for all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive Servicing Advances or Servicing Fees related to such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the DepositaryDelinquent Mortgage Loan.

Appears in 8 contracts

Sources: Seller’s Purchase, Warranties and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar), Seller’s Purchase, Warranties and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-7ax), Seller’s Purchase, Warranties and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-10xs)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders Owners of all Receipts then outstanding at least 90 30 days prior to the date fixed in such notice for such termination provided that, the termination. The Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the may likewise terminate this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between by mailing notice of such termination to the Company and the Depositary from time to time, Owners of all Receipts then outstanding at least 30 days prior to such termination shall take effect. If 90 the date of termination, if at any time 30 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, resign and in either case a successor depositary shall has not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such terminationSection 5.4. On and after the date of termination termination, the Owner of the Deposit Agreement, each Holder a Receipt will, upon (a) surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the (b) payment of the charges fee of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forthSection 2.5, and upon (c) payment of any applicable taxes and/or or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by the Global Depositary Shares evidenced by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Registrar Depositary thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders Owners thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or and other property as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges). At any time after the expiration of six four months from the date of termination of the Deposit Agreementtermination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, and without liability for interest interest, for the pro rata benefit of the Holders Owners of Receipts whose Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAgreement, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessments) and except as set forth in the Deposit Agreementcharges). Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement Sections 5.8 and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary5.9 hereof.

Appears in 7 contracts

Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (MMX Mineracao E Metalicos S.A.)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 90 thirty (30) days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effecttermination. If 90 (i) ninety (90) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) ninety (90) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and and, in either case case, a successor depositary shall not have been appointed and accepted its appointment as provided herein and in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 30 thirty (30) days prior to the date fixed in such notice for such termination. On and after the The date of so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at and the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof Holders and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, Beneficial Owners will be entitled to delivery, to him or upon his order, all of their rights under the amount of Deposited Securities represented by such ReceiptDeposit Agreement. If any Receipts ADSs shall remain outstanding after the date of termination of the Deposit AgreementTermination Date, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend not, after the distribution of dividends Termination Date, have any obligation to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, shall (ii) sell rights or other property as provided Deposited Property received in the Deposit Agreementrespect of Deposited Securities, and shall continue to (iii) deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other propertyDeposited Property, in exchange for Receipts ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any (iv) take such actions as may be required under applicable taxes and/or governmental charges or assessments)law in connection with its role as Depositary under the Deposit Agreement. At any time after the expiration of six months from the date of termination of the Deposit AgreementTermination Date, the Depositary may sell the Deposited Securities Property then held hereunder under the Deposit Agreement and may thereafter shall after such sale hold uninvested un-invested the net proceeds of any such sale, together with any other cash then held by it hereunderunder the Deposit Agreement, in an unsegregated account, un-segregated account and without liability for interest interest, for the pro rata benefit of the Holders of Receipts whose Receipts ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any applicable taxes and/or governmental charges or assessments(ii) and except as set forth may be required at law in the Deposit Agreement. Upon connection with the termination of the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, with the consent of the Company, and shall, at the instruction of the Company, distribute to all Holders in a mandatory exchange for, and upon a mandatory cancellation of, their ADSs the corresponding Deposited Securities, upon such terms and conditions as the Depositary may deem reasonably practicable and appropriate, subject however, in each case, to receipt by the Depositary of (i) confirmation of satisfaction by the Company of the applicable registration requirements under the Securities Act and the Exchange Act, and (ii) payment of the applicable taxes and the ADS fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary. The mandatory exchange of cancelled ADSs for Deposited Securities may involve the release by the Depositary and/or the Custodian of Deposited Securities to the Company to be held in trust for Holders and Beneficial Owners of the ADSs cancelled. In the event of such mandatory exchange and cancellation of ADSs for Deposited Securities, the Depositary shall give notice thereof to the Holders of ADSs at least thirty (30) calendar days prior the Termination Date, shall require the Holders of ADSs to surrender their ADSs (and, if applicable, the ADRs representing such ADSs) in exchange for the corresponding Deposited Securities, and shall cancel all ADSs (and, if applicable, the ADRs representing such ADSs) received in exchange for the corresponding Deposited Securities. Upon completion such mandatory exchange of the ADSs for Deposited Securities, the ADSs so converted shall be cancelled, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to account for such mandatory exchange (e.g., by providing applicable records to the Company), and (ii) as may be required at law in connection with the termination of the Deposit Agreement, and the Company shall holder any Deposited Securities surrendered to it by the Depositary and/or the Custodian in trust for the Holders and Beneficial Owners of the ADSs so cancelled. After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement Agreement, except as set forth in for its obligations to the Depositary under Sections 5.8, 5.9, 6.2 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination Termination Date shall survive such effective date of termination the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained except as specifically provided in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary).

Appears in 7 contracts

Sources: Deposit Agreement (Youlife Group Inc.), Deposit Agreement (Scage Future), Deposit Agreement (Citibank,N.A./ADR)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 90 thirty (30) calendar days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effecttermination. If 90 (i) ninety (90) calendar days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) ninety (90) calendar days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and and, in either case case, a successor depositary shall not have been appointed and accepted its appointment as provided herein and in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 30 thirty (30) calendar days prior to the date fixed in such notice for such termination. On and after the The date of so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at and the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof Holders and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, Beneficial Owners will be entitled to delivery, to him or upon his order, all of their rights under the amount of Deposited Securities represented by such ReceiptDeposit Agreement. If any Receipts ADSs shall remain outstanding after the date of termination of the Deposit AgreementTermination Date, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend not, after the distribution of dividends Termination Date, have any obligation to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, shall (ii) sell rights or other property as provided Deposited Property received in the Deposit Agreementrespect of Deposited Securities, and shall continue to (iii) deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other propertyDeposited Property, in exchange for Receipts ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred in connection therewith by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any (iv) take such actions as may be required under applicable taxes and/or governmental charges or assessments)law in connection with its role as Depositary under the Deposit Agreement. At any time after the expiration of six months from the date of termination of the Deposit AgreementTermination Date, the Depositary may sell the Deposited Securities Property then held hereunder under the Deposit Agreement and may thereafter shall after such sale hold uninvested un-invested the net proceeds of any such sale, together with any other cash then held by it hereunderunder the Deposit Agreement, in an unsegregated account, un-segregated account and without liability for interest interest, for the pro rata benefit of the Holders of Receipts whose Receipts ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any applicable taxes and/or governmental charges or assessments(ii) and except as set forth may be required at law in the Deposit Agreement. Upon connection with the termination of the Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement Agreement, except as set forth in for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination Termination Date shall survive such effective date of termination the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 7 contracts

Sources: Deposit Agreement (Nanobiotix S.A.), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 90 thirty (30) days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effecttermination. If 90 (i) ninety (90) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) ninety (90) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and and, in either case case, a successor depositary shall not have been appointed and accepted its appointment as provided herein and in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 30 thirty (30) days prior to the date fixed in such notice for such termination. On and after the The date of so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at and the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof Holders and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, Beneficial Owners will be entitled to delivery, to him or upon his order, all of their rights under the amount of Deposited Securities represented by such ReceiptDeposit Agreement. If any Receipts ADSs shall remain outstanding after the date of termination of the Deposit AgreementTermination Date, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend not, after the distribution of dividends Termination Date, have any obligation to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, shall (ii) sell rights or other property as provided Deposited Property received in the Deposit Agreementrespect of Deposited Securities, and shall continue to (iii) deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other propertyDeposited Property, in exchange for Receipts ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any (iv) take such actions as may be required under applicable taxes and/or governmental charges or assessments)law in connection with its role as Depositary under the Deposit Agreement. At any time after the expiration of six months from the date of termination of the Deposit AgreementTermination Date, the Depositary may sell the Deposited Securities Property then held hereunder under the Deposit Agreement and may thereafter shall after such sale hold uninvested un-invested the net proceeds of any such sale, together with any other cash then held by it hereunderunder the Deposit Agreement, in an unsegregated account, un-segregated account and without liability for interest interest, for the pro rata benefit of the Holders of Receipts whose Receipts ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any applicable taxes and/or governmental charges or assessments(ii) and except as set forth may be required at law in the Deposit Agreement. Upon connection with the termination of the Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement Agreement, except as set forth in for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination Termination Date shall survive such effective date of termination the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 7 contracts

Sources: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 30 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effecttermination. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided in herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each the Holder will, upon surrender of such Holder’s Receipt Holders' Receipt(s) at the Corporate Trust Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts ADSs referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or or governmental charges, be entitled to deliveryDelivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, the Deposited Securities and the ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 7 contracts

Sources: Deposit Agreement (Sify Technologies LTD), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Termination. The Depositary shall, shall at any time at the written direction of the Company, Company terminate the this Deposit Agreement by mailing notice of such termination to the Holders Owners of all Receipts then outstanding at least 90 30 days prior to the date fixed in such notice for such termination provided that, the termination. The Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the may likewise terminate this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between by mailing notice of such termination to the Company and the Depositary from time to timeOwners of all Receipts then outstanding, prior to such termination shall take effect. If 90 to be effective on a date specified in such notice not less than 30 days after the date thereof, if at any time 60 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, resign and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such terminationSection 5.04. On and after the date of termination termination, the Owner of the Deposit Agreement, each Holder a Receipt will, upon (a) surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the (b) payment of the charges fee of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forthSection 2.05, and upon (c) payment of any applicable taxes and/or or governmental charges, be entitled to delivery, to him the Owner or upon his the Owner's order, of the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Registrar Depositary thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders Owners thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or and other property as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges). At any time after the expiration of six months one year from the date of termination of the Deposit Agreementtermination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, and without liability for interest interest, for the pro rata benefit of the Holders Owners of Receipts whose Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAgreement, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges) and except as set forth provided in the Deposit AgreementSection 5.08. Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement Sections 5.08 and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary5.09 hereof.

Appears in 7 contracts

Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Scor), Deposit Agreement (France Telecom /)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination termination, provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit AgreementSection 5.4 hereof, the Depositary may terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the this Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) Section 2.6 hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to deliveryDelivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the this Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit AgreementSection 2.6 hereof, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the this Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAmerican Depositary Shares, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination)hereunder. Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 7 contracts

Sources: Deposit Agreement, Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Four Seasons Education (Cayman) Inc.)

Termination. The Depositary shall, shall at any time at the written direction of the Company, Company terminate the this Deposit Agreement by mailing notice notices of such termination to the Holders Owners of all Receipts then outstanding at least 90 30 days prior to the date fixed in such notice for such termination provided that, the termination. The Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the may likewise terminate this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between (upon 30 days' prior written notice of such termination to the Company and the Depositary from Owners of all Receipts then outstanding) if at any time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resignresignation sent by registered mail, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositaryreturn receipt requested, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Section 5.04. The Depositary may terminate the Deposit Agreement by mailing shall mail notice of such termination to the Holders Owners of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. On and after the date of termination of the Deposit Agreementtermination, each Holder willOwner shall, upon (i) surrender of such Holder’s Receipt each of its Receipts at the Depositary's Corporate Trust Office of the DepositaryOffice, upon the (ii) payment of the charges fees of the Depositary for the surrender of Receipts referred to in Article provided herein and (2iii) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or and governmental charges, be entitled to delivery, to him or upon his order, of the amount whole number of Deposited Securities represented by the American Depositary Shares evidenced by such ReceiptReceipts and to the net proceeds of the sale of any fractional Deposited Securities represented thereby. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Registrar Depositary thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereofOwners thereof shall not accept deposits of Shares (and shall instruct each Custodian to act accordingly), and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell property and rights or other property and convert Deposited Securities into cash as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges). At any time after the expiration of six months one year from the date of termination of the Deposit Agreementtermination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, and without liability for interest interest, for the pro rata benefit of the Holders of Receipts whose Receipts Owners which have not theretofore been surrenderedsurrendered their Receipts, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAgreement, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges) and except as set forth in the Deposit Agreementfor its obligations under Section 5.08 hereof. Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement Sections 5.08 and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary5.09 hereof.

Appears in 6 contracts

Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Sappi LTD), Deposit Agreement (Marconi Corp PLC)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 90 thirty (30) days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effecttermination. If 90 (i) ninety (90) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) ninety (90) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and and, in either case case, a successor depositary shall not have been appointed and accepted its appointment as provided herein and in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 30 thirty (30) days prior to the date fixed in such notice for such termination. On and after the The date of so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at and the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof Holders and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, Beneficial Owners will be entitled to delivery, to him or upon his order, all of their rights under the amount of Deposited Securities represented by such ReceiptDeposit Agreement. If any Receipts ADSs shall remain outstanding after the date of termination of the Deposit AgreementTermination Date, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend not, after the distribution of dividends Termination Date, have any obligation to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, shall (ii) sell rights or other property as provided Deposited Property received in the Deposit Agreementrespect of Deposited Securities, and shall continue to (iii) deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other propertyDeposited Property, in exchange for Receipts ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any (iv) take such actions as may be required under applicable taxes and/or governmental charges or assessments)law in connection with its role as Depositary under the Deposit Agreement. At any time after the expiration of six months from the date of termination of the Deposit AgreementTermination Date, the Depositary may sell the Deposited Securities Property then held hereunder under the Deposit Agreement and may thereafter shall after such sale hold uninvested un-invested the net proceeds of any such sale, together with any other cash then held by it hereunderunder the Deposit Agreement, in an unsegregated account, un-segregated account and without liability for interest interest, for the pro rata benefit of the Holders of Receipts whose Receipts ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any applicable taxes and/or governmental charges or assessments(ii) and except as set forth may be required at law in the Deposit Agreement. Upon connection with the termination of the Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement Agreement, except as set forth in for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination Termination Date shall survive such effective date of termination the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and (except as specifically provided in the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of terminationDeposit Agreement). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without with the need for any action by consent of the Company, make available and shall, at the instruction of the Company, distribute to all Holders of ADSs in a means to withdraw the Deposited Securities represented by mandatory exchange for, and upon a mandatory cancellation of, their ADSs and to direct the deposit of such corresponding Deposited Securities into an unsponsored American depositary shares program established by the DepositarySecurities, upon such terms and conditions as the Depositary may deem reasonably practicable and appropriate, subject however, in each case, to receipt by the Depositary of (i) confirmation of satisfaction by the Company of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act and the Exchange Act, and to receipt by the Depositary of (ii) payment of the applicable taxes and the ADS fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary. The mandatory exchange of cancelled ADSs for Deposited Securities may involve the release by the Depositary and/or the Custodian of Deposited Securities to the Company to be held in trust for Holders and Beneficial Owners of the ADSs cancelled. In the event of such mandatory exchange and cancellation of ADSs for Deposited Securities, the Depositary shall give notice thereof to the Holders of ADSs at least thirty (30) calendar days prior the Termination Date, shall require the Holders of ADSs to surrender their ADSs (and, if applicable, the ADRs representing such ADSs) in exchange for the corresponding Deposited Securities, and shall cancel all ADSs (and, if applicable, the ADRs representing such ADSs) received in exchange for the corresponding Deposited Securities. Upon completion such mandatory exchange of the ADSs for Deposited Securities, the ADSs so converted shall be cancelled, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to account for such mandatory exchange (e.g., by providing applicable records to the Company), and (ii) as may be required at law in connection with the termination of the Deposit Agreement, and the Company shall holder any Deposited Securities surrendered to it by the Depositary and/or the Custodian in trust for the Holders and Beneficial Owners of the ADSs so cancelled.

Appears in 6 contracts

Sources: Deposit Agreement (Youlife Group Inc.), Deposit Agreement (Scage Future), Deposit Agreement (Citibank,N.A./ADR)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination termination, provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit AgreementSection 5.4, the Depositary may terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the this Deposit Agreement, each the Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement Section 2.6 and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the this Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit AgreementSection 2.6, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the this Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAmerican Depositary Shares, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositaryhereunder.

Appears in 6 contracts

Sources: Deposit Agreement (Invitel Holdings a/S), Deposit Agreement (Sirius Exploration PLC), Deposit Agreement (Invitel Holdings a/S)

Termination. The Depositary shallmay, at any time and shall at the written direction of the Company, terminate the Deposit Agreement and this ADR by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 30 days prior to the date fixed in such notice for such termination provided thattermination; provided, the Depositary shall be reimbursed for any amountshowever, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) if the Depositary shall have delivered to the Company a written (i) resigned as Depositary hereunder, notice of its election such termination by the Depositary shall not be provided to resignHolders unless a successor depositary shall not be operating hereunder within 60 days of the date of such resignation, or (ii) the Company shall have delivered to been removed as Depositary hereunder, notice of such termination by the Depositary a written notice of the removal of the Depositary, and in either case shall not be provided to Holders unless a successor depositary shall not have been appointed be operating hereunder on the 120th day after the Company’s notice of removal was first provided to the Depositary. After the date so fixed for termination, (a) all Direct Registration ADRs shall cease to be eligible for the Direct Registration System and accepted shall be considered ADRs issued on the ADR Register and (b) the Depositary shall use its appointment reasonable efforts to ensure that the ADSs cease to be DTC eligible so that neither DTC nor any of its nominees shall thereafter be a Holder. At such time as provided herein and in the Deposit AgreementADSs cease to be DTC eligible and/or neither DTC nor any of its nominees is a Holder, the Depositary may terminate the Deposit Agreement by mailing notice of such termination shall (a) instruct its Custodian to deliver all Deposited Securities to the Holders of all Receipts then outstanding at least 30 days prior Company along with a general stock power that refers to the date fixed for such termination. On names set forth on the ADR Register and after (b) provide the date Company with a copy of termination the ADR Register (which copy may be sent by email or by any means permitted under the notice provisions of the Deposit Agreement). Upon receipt of such Deposited Securities and the ADR Register, the Company shall use its best efforts to issue to each Holder will, upon surrender of a Share certificate representing the Shares represented by the ADSs reflected on the ADR Register in such Holder’s Receipt name and to deliver such Share certificate to the Holder at the Corporate Trust Office address set forth on the ADR Register. After providing such instruction to the Custodian and delivering a copy of the DepositaryADR Register to the Company, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or its agents will perform any no further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends Agreement and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, this ADR and shall continue cease to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with have any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to and/or the Receipts ADRs. After the Company receives the copy of the ADR Register and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit AgreementSecurities, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in (i) to distribute the Deposit Agreement. The Shares to the Holders entitled thereto and (ii) for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositaryits agents.

Appears in 6 contracts

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

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing providing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 90 thirty (30) days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effecttermination. If 90 ninety (90) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing providing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 30 thirty (30) days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each the Holder of ADS(s) will, upon surrender of such Holder’s Receipt ADS(s) at the Corporate Trust Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts ADSs referred to in Article paragraph (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or or governmental charges, be entitled to deliveryDelivery, to him or upon his order, of the amount of Deposited Securities represented by such ReceiptADS. If any Receipts ADSs shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of ReceiptsADSs, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receiptan ADS, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts ADSs and the Shares, Deposited Securities and ADSsSecurities, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a ReceiptADSs, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 6 contracts

Sources: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Focus Media Holding LTD), Deposit Agreement (Focus Media Holding LTD)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing providing notice of such termination to the Holders of all Receipts ADRs then outstanding at least 90 thirty (30) days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effecttermination. If 90 (i) thirty (30) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) ninety (90) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing providing notice of such termination to the Holders of all Receipts ADRs then outstanding at least 30 thirty (30) days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each the Holder of an ADS will, upon surrender of such Holder’s Receipt ADSs at the Corporate Trust Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts ADSs referred to in Article paragraph (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or or governmental charges, be entitled to deliveryDelivery, to him or upon his order, of the amount of Deposited Securities represented by such ReceiptADR. If any Receipts ADSs shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of ReceiptsADSs, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receiptan ADS, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and ADSs, the Shares, Deposited Securities and the ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receiptan ADSs, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 6 contracts

Sources: Amended and Restated Deposit Agreement (Tata Motors LTD/Fi), Deposit Agreement (Tata Motors LTD/Fi), Amended and Restated Deposit Agreement (Citibank,N.A./ADR)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 90 thirty (30) days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effecttermination. If 90 ninety (90) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and and, in either case case, a successor depositary shall not have been appointed and accepted its appointment as provided herein and in Section 5.4 of the Deposit Agreement of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 30 thirty (30) days prior to the date fixed in such notice for such termination. On and after the The date of so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at and the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof Holders and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, Beneficial Owners will be entitled to delivery, to him or upon his order, all of their rights under the amount of Deposited Securities represented by such ReceiptDeposit Agreement. If any Receipts ADSs shall remain outstanding after the date of termination of the Deposit AgreementTermination Date, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend not, after the distribution of dividends Termination Date, have any obligation to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, shall (ii) sell rights or other property as provided Deposited Property received in the Deposit Agreementrespect of Deposited Securities, and shall continue to (iii) deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other propertyDeposited Property, in exchange for Receipts ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any (iv) take such actions as may be required under applicable taxes and/or governmental charges or assessments)law in connection with its role as Depositary under the Deposit Agreement. At any time after the expiration of six months from the date of termination of the Deposit AgreementTermination Date, the Depositary may sell the Deposited Securities Property then held hereunder under the Deposit Agreement and may thereafter shall after such sale hold uninvested un-invested the net proceeds of any such sale, together with any other cash then held by it hereunderunder the Deposit Agreement, in an unsegregated account, un-segregated account and without liability for interest interest, for the pro rata benefit of the Holders of Receipts whose Receipts ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any applicable taxes and/or governmental charges or assessments(ii) and except as set forth may be required at law in the Deposit Agreement. Upon connection with the termination of the Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement Agreement, except as set forth in for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination Termination Date shall survive such effective date of termination the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and (except as specifically provided in the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of terminationDeposit Agreement). Notwithstanding anything contained in the Deposit Agreement or any in this ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 6 contracts

Sources: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Mereo Biopharma Group PLC), Deposit Agreement (Citibank,N.A./ADR)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 60 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 60 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each the Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 6 contracts

Sources: Deposit Agreement (Momo Inc.), Deposit Agreement (Momo Inc.), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Termination. The Depositary shall, shall at any time at the written direction of the Company, Issuer terminate the this Deposit Agreement by mailing notice of such termination to the Holders Owners of all Receipts then outstanding at least 90 30 days prior to the date fixed in such notice for such termination provided that, the termination. The Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the may likewise terminate this Deposit Agreement and in accordance with if at any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 60 days shall have expired after (i) the Depositary shall have delivered to the Company Issuer a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, resign and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such ReceiptSection 5.04. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Registrar Depositary thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders Owners thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments)Depositary. At any time after the expiration of six months one year from the date of termination of the Deposit Agreementtermination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest interest, for the pro rata benefit of the Holders Owners of Receipts whose Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAgreement, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreementcash. Upon the termination of the this Deposit Agreement, the Company Issuer shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement Sections 5.08 and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary5.09 hereof.

Appears in 6 contracts

Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Mitsubishi Ufj Financial Group Inc)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination termination, provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit AgreementSection 5.4 hereof, the Depositary may terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the this Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) Section 2.6 hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to deliveryDelivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the this Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit AgreementSection 2.6 hereof, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the this Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAmerican Depositary Shares, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in for its obligations to the Deposit AgreementDepositary hereunder. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 6 contracts

Sources: Deposit Agreement (DiDi Global Inc.), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination termination, provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit AgreementSection 5.4 hereof, the Depositary may terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the this Deposit Agreement, each the Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) Section 2.6 hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to deliveryDelivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the this Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit AgreementSection 2.6 hereof, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the this Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAmerican Depositary Shares, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositaryhereunder.

Appears in 5 contracts

Sources: Deposit Agreement (China Online Education Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (China Online Education Group)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 60 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 5 contracts

Sources: Deposit Agreement (Wanda Sports Group Co LTD), Deposit Agreement (Wanda Sports Group Co LTD), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Termination. The Depositary shallA. With respect to the Compliance Program Administration Services, at any time the provisions of this Agreement shall be effective on the date first above written, shall continue in effect for a period of one year ("Initial Term") from that date and shall continue in force for successive one year terms thereafter ("Renewal Term"), unless otherwise terminated as provided herein. With respect to the Compliance Program Development and Implementation Services, the provisions of this Agreement shall be effective on the date first above written and shall terminate upon completion of the services, as mutually agreed upon by the parties. B. Any party may terminate this Agreement at the written direction end of the CompanyInitial Term, or at the end of any subsequent Renewal Term, by giving the other parties at least one hundred eighty (180) days' prior written notice of such termination specifying the date fixed therefore. In the event this Agreement is terminated by a Trust prior to the end of the Initial Term or any subsequent Renewal Term, the Trust shall make a one-time cash payment to Integrated in consideration of services provided under this Agreement, and not as a penalty, equal to the remaining balance of the fees payable to Integrated under this Agreement through the end of the Initial Term or Renewal Term, as applicable. The Trusts shall likewise reimburse Integrated for any out-of-pocket expenses and disbursements ("out-of-pocket expenses") reasonably incurred by Integrated in connection with the services provided under this Agreement within 30 days of notification to the Trusts of such out-of-pocket expenses regardless of whether such out-of-pocket expenses were incurred before or after the termination of this Agreement. Notwithstanding the foregoing, following any such termination, in the event that Integrated in fact continues to perform any one or more of the services contemplated by this Agreement (or any Schedule or Exhibit hereto) with the consent of the Trusts, the provisions of this Agreement, including without limitation the provisions dealing with compensation and indemnification, shall continue in full force and effect. Fees and out-of-pocket expenses incurred by Integrated but unpaid by the Trusts upon such termination shall be immediately due and payable upon and notwithstanding such termination. C. If a party materially fails to perform its duties and obligations hereunder (a "Defaulting Party") resulting in a material loss to another party or parties, such other party or parties (the "Non-Defaulting Party") may give written notice thereof to the Defaulting Party, which such notice shall set forth with sufficient detail the nature of the breach. The Defaulting Party shall have ninety (90) days from its receipt of notice to cure the breach. If such material breach shall not have been remedied to commercially reasonable operating standards, the Non-Defaulting Party may terminate the Deposit this Agreement by mailing giving sixty (60) days' written notice of such termination to the Holders Defaulting Party. If Integrated is the Non-Defaulting Party, its termination of all Receipts then outstanding at least 90 days prior this Agreement shall not constitute a waiver of any rights or remedies with respect to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to services it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, performed prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resigntermination, or (ii) the Company shall have delivered right of Integrated to the Depositary a written notice receive such compensation as may be due as of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination or to be reimbursed for all reasonable out-of-pocket expenses. In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against a Defaulting Party. D. In the case of the Deposit Agreementfollowing transactions, each Holder willnot in the ordinary course of business, upon surrender namely, the merger of such Holder’s Receipt at a Trust, or a Fund, into or the Corporate consolidation of a Trust, or a Fund, with another investment company, the sale by a Trust, or a Fund, of all, or substantially all, of its assets to another investment company, or the liquidation or dissolution of a Trust, or a Fund, and distribution of its assets, or any similar transaction or any other form of business transaction involving a Trust Office of or a Fund, this Agreement will terminate with respect to the Depositaryapplicable Trust or Trusts, or Fund or Funds, and Integrated shall be released from any and all obligations hereunder upon the payment of the charges fees, disbursements and expenses due to Integrated through the end of the Depositary for then current term of this Agreement. The parties acknowledge and agree that the surrender of Receipts referred damages provision set forth above in paragraph B shall be applicable in those instances in which Integrated is not retained to in Article (2) hereof and in the Deposit Agreement and subject provide compliance services subsequent to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, transactions listed above. E. Integrated will be entitled to delivery, to him or upon his order, of collect from the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of Trusts all reasonable expenses incurred in conjunction with termination of the Deposit this Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, including but not limited toto out-of-pocket expenses, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADRemployee time, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable system fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositaryfees charged by third parties with whom Integrated has contracted.

Appears in 5 contracts

Sources: Compliance Services Agreement (Touchstone Investment Trust), Compliance Services Agreement (Touchstone Investment Trust), Compliance Services Agreement (Touchstone Strategic Trust)

Termination. The Depositary shallshall at any time, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders Owners of all Receipts then outstanding at least 90 30 days prior to the date fixed in such notice for such termination provided that, the termination. The Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the may likewise terminate this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between by mailing notice of such termination to the Company and the Depositary from time to timeOwners of all Receipts then outstanding, prior to such termination shall take effect. If 90 to be effective on a date specified in such notice not less than 30 days after the date thereof, if at any time 60 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, resign and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such terminationSection 5.04. On and after the date of termination termination, the Owner of the Deposit Agreement, each Holder a Receipt will, upon (a) surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the (b) payment of the charges fee of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forthSection 2.05, and upon (c) payment of any applicable taxes and/or or governmental charges, be entitled to delivery, to him the Owner or upon his the Owner's order, of the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Registrar Depositary thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders Owners thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges). At any time after the expiration of six months one year from the date of termination of the Deposit Agreementtermination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, and without liability for interest interest, for the pro rata benefit of the Holders Owners of Receipts whose Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAgreement, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges) and except as set forth provided in the Deposit AgreementSection 5.08. Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement Sections 5.08 and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary5.09 hereof.

Appears in 5 contracts

Sources: Deposit Agreement (Vivo Participacoes S.A.), Deposit Agreement (Tele Norte Leste Participacoes Sa), Deposit Agreement (Tele Centro Oeste Celular Participacoes)

Termination. The Depositary shall, shall at any time at the written direction of the CompanyIssuer, terminate the this Deposit Agreement by mailing notice of such termination to the Holders Owners of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the termination. The Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the may likewise terminate this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between by mailing notice of such termination to the Company Issuer and the Depositary from Owners of all Receipts then outstanding if at any time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company Issuer a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, resign and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such terminationSection 5.04. On and after the date of termination termination, the Owner of the Deposit Agreement, each Holder a Receipt will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges fee of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forthSection 2.05, and upon payment of any applicable taxes and/or or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Registrar Depositary thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders Owners thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges). At any time after the expiration of six months one year from the date of termination of the Deposit Agreementtermination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, and without liability for interest interest, for the pro rata benefit of the Holders Owners of Receipts whose Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAgreement, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessments) and except as set forth in the Deposit Agreementcharges). Upon the termination of the this Deposit Agreement, the Company Issuer shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement Sections 5.08 and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary5.09 hereof.

Appears in 5 contracts

Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Sadia S.A.), Deposit Agreement (Suzano Petroquimica S A)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 45 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each the Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 5 contracts

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

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders Owners of all Receipts then outstanding at least 90 60 days prior to the date fixed in such notice for such termination provided that, the termination. The Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the may likewise terminate this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between by mailing notice of such termination to the Company and the Depositary from time to time, Owners of all Receipts then outstanding at least 30 days prior to such termination shall take effect. If 90 the date of termination, if at any time 30 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, resign and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such terminationSection 5.04. On and after the date of termination termination, the Owner of the Deposit Agreement, each Holder a Receipt will, upon (a) surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the (b) payment of the charges fee of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forthSection 2.05, and upon (c) payment of any applicable taxes and/or or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Registrar Depositary thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders Owners thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or and other property as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges). At any time after the expiration of six four months from the date of termination of the Deposit Agreementtermination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, and without liability for interest interest, for the pro rata benefit of the Holders Owners of Receipts whose Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAgreement, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessments) and except as set forth in the Deposit Agreementcharges). Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement Sections 5.08 and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary5.09 hereof.

Appears in 5 contracts

Sources: Deposit Agreement (Kerry Group PLC), Deposit Agreement (Tingyi (Cayman Islands) Holding Corp.), Deposit Agreement (Horizon Technology Group PLC)

Termination. The Depositary shall, shall at any time at the written direction of the Company, Issuer terminate the this Deposit Agreement by mailing notice of such termination to the Holders Owners of all Receipts then outstanding at least 90 thirty (30) days prior to the date fixed in such notice for such termination provided that, the termination. The Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the may likewise terminate this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between by mailing notice of such termination to the Company Issuer and the Depositary from Owners of all Receipts then outstanding if at any time to time, prior to such termination shall take effect. If 90 ninety (90) days shall have expired after (i) the Depositary shall have delivered to the Company Issuer a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, resign and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such terminationSection 5.4. On and after the date of termination termination, the Owner of the Deposit Agreement, each Holder a Receipt will, upon (a) surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the (b) payment of the charges fee of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forthSection 2.5, and upon (c) payment of any applicable taxes and/or or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by the American Depositary Shares evidenced by such ReceiptReceipts. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Registrar Depositary thereafter shall not accept deposits of Shares (and shall instruct each Custodian to act accordingly), shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders Owners thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges). At any time after the expiration of six months one year from the date of termination of the Deposit Agreementtermination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, and without liability for interest interest, for the pro rata benefit of the Holders Owners of Receipts whose Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAgreement, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges) and except as set forth in for its obligations to the Issuer under Section 5.8 hereof and to the Owners under this Section 6.2, which obligations shall survive the termination of this Deposit Agreement. Upon the termination of the this Deposit Agreement, the Company Issuer shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under Sections 5.8 and 5.9 hereof, which obligations shall survive the terms termination of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the this Deposit Agreement or any ADR, in connection with the termination resignation or removal of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 5 contracts

Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Naspers LTD), Deposit Agreement (Naspers LTD)

Termination. The Depositary shall(a) Subject to Section 8.02, this Agreement shall terminate upon notice to the Indenture Trustee of either: (i) the disposition of all funds with respect to the last Mortgage Loan and the remittance of all funds due hereunder and the payment of all amounts due and payable to the Indenture Trustee or (ii) mutual consent of the Owner Trustee, on behalf of the Issuing Entity, at any time at the written direction of all the CompanyCertificateholders, the Indenture Trustee, the Servicer, the Swap Provider (if the Swap Agreement is still outstanding) and all Noteholders in writing. (b) In addition, subject to Section 8.02, the Sponsor may, at its sole option, cost and expense, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it Issuing Entity in accordance with the terms of Section 10.01 of the Deposit Agreement Indenture. (c) If on any date, the Servicer determines that there are no outstanding Mortgage Loans and no other funds or assets in the Trust Estate other than funds in the Payment Account, the Servicer shall send a final payment notice promptly to the Indenture Trustee, who shall forward notice to each Noteholder in accordance with Section 8.01(d). (d) Notice of any other agreements as otherwise agreed in writing between termination, specifying the Company Payment Date upon which the Issuing Entity will terminate and the Depositary from time Noteholders shall surrender their Notes to timethe Indenture Trustee for final payment and cancellation, prior shall be given promptly by the Servicer to the Indenture Trustee, who shall forward the notice by letter to Noteholders mailed during the month of such termination shall take effect. If 90 days shall have expired after final payment before the Servicer Remittance Date in such month, specifying (i) the Depositary shall have delivered to Payment Date upon which final payment of the Company a written notice Notes will be made upon presentation and surrender of its election to resignNotes at the office of the Indenture Trustee therein designated, or (ii) the Company amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Notes at the office of the Indenture Trustee therein specified. (e) In the event that all of the Noteholders do not surrender their Notes for cancellation within six (6) months after the time specified in the above-mentioned written notice, the Indenture Trustee shall have delivered give a second written notice to the Depositary a written notice remaining Noteholders to surrender their Notes for cancellation and receive the final payment with respect thereto. If within six (6) months after the second notice, all of the removal of the Depositary, and in either case a successor depositary Notes shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreementsurrendered for cancellation, the Depositary Indenture Trustee may terminate take appropriate steps, or may appoint an agent to take appropriate steps, to contact the Deposit Agreement by mailing notice remaining Noteholders concerning surrender of such termination to their Notes and the Holders cost thereof shall be paid out of all Receipts then outstanding at least 30 days prior to the date fixed for such terminationfunds and other assets which remain subject hereto. On and If within nine (9) months after the date of termination of second notice all the Deposit AgreementNotes shall not have been surrendered for cancellation, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, Certificateholders shall be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall all unclaimed funds and other assets which remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, subject hereto and the Depositary shall suspend the distribution Indenture Trustee upon transfer of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary funds shall be discharged from all obligations under of any responsibility for such funds and the Deposit Agreement with respect Noteholders shall look only to the Receipts and the Shares, Deposited Securities and ADSs, except to account Certificateholders for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreementpayment. Upon the termination of the Deposit Agreement, the Company Such funds shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositaryremain uninvested.

Appears in 5 contracts

Sources: Sale and Servicing Agreement, Sale and Servicing Agreement (Accredited Mortgage Loan REIT Trust), Sale and Servicing Agreement (Accredited Mortgage Loan REIT Trust)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 30 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effecttermination. If 90 60 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided in herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each the Holder will, upon surrender of such Holder’s Receipt Holders' ADSs at the Corporate Trust Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts ADSs referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 5 contracts

Sources: Deposit Agreement (TNT N.V./ADR), Deposit Agreement (TNT Post Group Nv), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each the Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or and governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or and governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or and governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 5 contracts

Sources: Deposit Agreement (Duoyuan Global Water Inc.), Deposit Agreement (China Distance Education Holdings LTD), Deposit Agreement (China Distance Education Holdings LTD)

Termination. The Depositary (a) This Agreement may be terminated by Customer or Custodian by ninety (90) days' written notice to the other; provided that notice by Customer shall specify the names of the persons to whom Custodian shall deliver the Securities in each Account and to whom the Cash in such Account shall be paid. If notice of termination is given by Custodian, Customer shall, at any time at within ninety (90) days following the giving of such notice, deliver to Custodian a written direction notice specifying the names of the Companypersons to whom Custodian shall deliver the Securities in each Account and to whom the Cash in such Account shall be paid. In either case, terminate the Deposit Agreement by mailing notice of Custodian will deliver such termination Property to the Holders of all Receipts then outstanding at least 90 days prior persons so specified, after deducting therefrom any amounts that Custodian determines to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it hereunder. In addition, Custodian may in accordance with its discretion withhold from such delivery such Property as may be necessary to settle transactions pending at the terms time of such delivery. Customer grants to Custodian a lien and right of setoff against the Account and all Property held therein from time to time in the full amount of the Deposit foregoing obligations. If within ninety (90) days following the giving of a notice of termination by Custodian, Custodian does not receive the aforementioned written notice specifying the names of the persons to whom Custodian shall deliver the Securities in each Account and to whom the Cash in such Account shall be paid, Custodian, at its election, may deliver such Securities and pay such Cash to a bank or trust company doing business in the State of New York to be held and disposed of pursuant to the provisions of this Agreement, or may continue to hold such Securities and Cash until a written notice as aforesaid is delivered to Custodian, provided that from and after the ninetieth day Custodian's obligations shall be limited to safekeeping. (b) This Agreement may be terminated by Customer or Custodian as to one or more Portfolios (but less than all of the Portfolios) by delivery of an amended Exhibit A deleting such Portfolios, in which case termination as to such deleted Portfolios shall take effect ninety (90) days after the date of such delivery, or such earlier time as mutually agreed. The execution and in accordance delivery of an amended Exhibit A that deletes one or more Portfolios shall constitute a termination of this Agreement only with any other agreements respect to such deleted Portfolio(s), shall be governed by Section 21(a) as otherwise agreed in writing between to the Company identification of a successor custodian and the Depositary delivery of Cash and Securities of the Portfolio(s) so deleted to such successor custodian, and shall not affect the obligations of Custodian and Customer hereunder with respect to the other Portfolios set forth in Exhibit A, as amended from time to time. (c) Sections 16, prior to such termination 17, 18, 27 and 30 shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon survive the termination of the Deposit Agreement, the Company shall be discharged from this Agreement as to one or more or all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the DepositaryPortfolios.

Appears in 5 contracts

Sources: Custodian Agreement (Forum Funds), Custodian Agreement (Forum Funds), Custodian Agreement (Forum Funds)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 60 days prior to the date fixed in such notice for such termination termination, provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit AgreementSection 5.4 hereof, the Depositary may terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the this Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) Section 2.6 hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to deliveryDelivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the this Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit AgreementSection 2.6 hereof, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the this Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAmerican Depositary Shares, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in for its obligations to the Deposit AgreementDepositary hereunder. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 5 contracts

Sources: Deposit Agreement (Wanda Sports Group Co LTD), Deposit Agreement (Wanda Sports Group Co LTD), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 90 thirty (30) calendar days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effecttermination. If 90 (i) ninety (90) calendar days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) ninety (90) calendar days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and and, in either case case, a successor depositary shall not have been appointed and accepted its appointment as provided herein and in Section 5.4 of the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 30 thirty (30) calendar days prior to the date fixed in such notice for such termination. On and after the The date of so fixed for termination of the Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at and the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof Holders and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, Beneficial Owners will be entitled to delivery, to him or upon his order, all of their rights under the amount of Deposited Securities represented by such ReceiptDeposit Agreement. If any Receipts ADSs shall remain outstanding after the date of termination of the Deposit AgreementTermination Date, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend not, after the distribution of dividends Termination Date, have any obligation to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall shall, subject, in each case, to the terms and conditions of the Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, shall (ii) sell rights or other property as provided Deposited Property received in the Deposit Agreementrespect of Deposited Securities, and shall continue to (iii) deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other propertyDeposited Property, in exchange for Receipts ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred in connection therewith by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any (iv) take such actions as may be required under applicable taxes and/or governmental charges or assessments)law in connection with its role as Depositary under the Deposit Agreement. At any time after the expiration of six months from the date of termination of the Deposit AgreementTermination Date, the Depositary may sell the Deposited Securities Property then held hereunder under the Deposit Agreement and may thereafter shall after such sale hold uninvested un-invested the net proceeds of any such sale, together with any other cash then held by it hereunderunder the Deposit Agreement, in an unsegregated account, un-segregated account and without liability for interest interest, for the pro rata benefit of the Holders of Receipts whose Receipts ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the Deposit Agreement Agreement), and any applicable taxes and/or governmental charges or assessments(ii) and except as set forth may be required at law in the Deposit Agreement. Upon connection with the termination of the Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement Agreement, except as set forth in for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination Termination Date shall survive such effective date of termination the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 5 contracts

Sources: Deposit Agreement (Nanobiotix S.A.), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such HolderH▇▇▇▇▇’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 5 contracts

Sources: Deposit Agreement (Kilcoy Global Foods, Ltd.), Deposit Agreement (Lotus Technology Inc.), Deposit Agreement (Lotus Technology Inc.)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder▇▇▇▇▇▇’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 5 contracts

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (WeRide Inc.), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to before such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each the Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 5 contracts

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Bioceres S.A.), Deposit Agreement (Vodafone Group Public LTD Co)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders Owners of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate this Deposit Agreement by mailing notice of termination to the Company and the Owners of all Receipts then outstanding if at least 60 days have passed since the Depositary delivered to the Company a written notice of its election to resign and a successor depositary has not been appointed and accepted its appointment as provided in Section 5.04. On and after the date of termination termination, the Owner of the Deposit Agreement, each Holder a Receipt will, upon (a) surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the (b) payment of the charges fee of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forthSection 2.05, and upon (c) payment of any applicable taxes and/or or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Registrar Depositary thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders Owners thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or and other property as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges). At any time after the expiration of six four months from the date of termination of the Deposit Agreementtermination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, and without liability for interest interest, for the pro rata benefit of the Holders Owners of Receipts whose Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAgreement, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessments) and except as set forth in the Deposit Agreementcharges). Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement Sections 5.08 and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary5.09.

Appears in 4 contracts

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

Termination. The Depositary shall, at any time at the written direction of the Company, Either party to this Agreement may terminate the Deposit Agreement same by mailing notice of such termination in writing, delivered or mailed, postage prepaid, to the Holders of all Receipts then outstanding at least 90 other party hereto and received not less than sixty (60) days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to upon which such termination shall take effect. If 90 days Upon termination of this Agreement, Fund shall have expired after (i) pay to Custodian such compensation for its reimbursable disbursements, costs and expenses paid or incurred to such date and Fund shall use its best efforts to obtain a successor custodian. Unless the Depositary shall have delivered to the Company holders of a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice majority of the removal outstanding shares of Fund vote to have the Depositarysecurities, funds and other properties held under this Agreement delivered and paid over to some other person, firm or corporation specified in the vote, having not less than Two Million Dollars ($2,000,000) aggregate capital, surplus and undivided profits, as shown by its last published report, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of meeting such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed other qualifications for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except custodian as set forth in the Deposit Agreement. Upon Bylaws of Fund, the Board of Trustees of Fund shall, forthwith upon giving or receiving notice of termination of the Deposit this Agreement, appoint as successor custodian a bank or trust company having such qualifications. Custodian shall, upon termination of this Agreement, deliver to the successor custodian so specified or appointed, at custodian's office, all securities then held by Custodian hereunder, duly endorsed and in form for transfer, and all funds and other properties of Fund deposited with or held by Custodian hereunder, and shall cooperate in effecting changes in book-entries at the Depository Trust Company, the Treasury/Federal Reserve Book-Entry System, the Participants Trust Company and any other securities depository holding assets of the Fund. In the event no such vote has been adopted by the shareholders of Fund and no written order designating a successor custodian shall be discharged from all obligations under have been delivered to Custodian on or before the Deposit Agreement except as date when such termination shall become effective, then Custodian shall deliver the securities, funds and properties of Fund to a bank or trust company at the selection of Custodian and meeting the qualifications for custodian, if any, set forth in the Deposit Bylaws of Fund and having not less than Two Million Dollars ($2,000,000) aggregate capital, surplus and undivided profits, as shown by its last published report. Upon either such delivery to a successor custodian, Custodian shall have no further obligations or liabilities under this Agreement. The obligations Thereafter such bank or trust company shall be the successor custodian under the terms of the Deposit this Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when entitled to reasonable compensation for its services. In the applicable ADSs are presented by their Holders event that no such successor custodian can be found, Fund will submit to the Depositary for cancellation under the terms its shareholders, before permitting delivery of the Deposit cash and securities owned by Fund to anyone other than a successor custodian, the question of whether Fund shall be liquidated or shall function without a custodian. Notwithstanding the foregoing requirement as to delivery upon termination of this Agreement, Custodian may make any other delivery of the securities, funds and property of Fund which shall be permitted by the 1940 Act and Fund's Agreement and the Holders have each satisfied Declaration of Trust and Bylaws then in effect. Except as otherwise provided herein, neither this Agreement nor any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and portion thereof may be assigned by Custodian without the need for any action consent of Fund, authorized or approved by the Company, make available to Holders a resolution of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit its Board of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the DepositaryTrustees.

Appears in 4 contracts

Sources: Custody Agreement (Kemper Global Income Fund), Custody Agreement (Kemper Portfolios), Custody Agreement (Kemper Diversified Income Fund)

Termination. The Depositary shallIn addition to other rights hereunder, ▇▇▇▇▇ may terminate these Terms of Purchase in whole or in part at any time at prior to delivery or final acceptance by written notice stating the written direction extent and effective date of such termination. Upon receipt of such notice, Seller shall, unless the notice directs otherwise, immediately discontinue all work and the placing of all orders for materials, facilities and supplies in connection with the performance of these Terms of Purchase and shall proceed to cancel promptly all existing orders and terminate all subcontracts insofar as such orders or subcontracts are chargeable to these Terms of Purchase. Upon the termination of work under these Terms of Purchase, full and complete settlement of all claims of Seller with respect to the terminated work shall be made as follows: (a) as compensation to Seller for such termination, unless such termination is for the default of Seller, Buyer shall pay Seller the percentage of the Company, terminate total order price corresponding to the Deposit Agreement by mailing notice proportion of such the amount of work completed on the date of termination to the Holders total work to be done, that are not recoverable in the normal course of all Receipts then outstanding at least 90 days prior Seller’s business, as Seller’s full compensation for the work completed under these Terms of Purchase; and (b) upon Buyer’s payment to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it Seller in accordance with this paragraph, title to all equipment, materials, work-in-progress, finished products, plans, drawings, specifications, information, special tooling and other things for which Seller has paid shall vest in Buyer. Nothing contained in this paragraph shall be construed to limit or affect any remedies which Buyer may have as a result of default by Seller. Buyer reserves the right, by written notice of default, to cancel these Terms of Purchase, without liability to Buyer, in the event of the happening of any of the following: insolvency by Seller, the filing or a voluntary petition in bankruptcy by Seller, the filing or an involuntary petition to have Seller declared bankrupt, the appointment of a Receiver or Trustee for Seller, or the execution by Seller of an assignment for the benefit of creditors. If Seller fails to perform as specified herein, or if Seller breaches any of the terms of hereof, Buyer reserves the Deposit Agreement and in accordance with right, without any other agreements as otherwise agreed in writing between the Company and the Depositary from time liability to timeBuyer, prior upon giving Seller written notice, to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a cancel these Terms of Purchase in whole or in part by written notice of its election to resignSeller and Seller shall be liable to Buyer for all damages, losses, and liability incurred by Buyer directly or indirectly resulting from Seller’s breach, or (ii) obtain the Company goods ordered herein from another source with any excess cost resulting therefrom, chargeable to Seller, if such deficiencies are not remedied. The remedies herein provided shall be cumulative in addition to any other remedies provided at law or in equity. Buyer or its designee shall have delivered the right to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of audit all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date elements of any termination claim and Seller shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders Buyer or Buyer’s designee on request all books, records, and papers relating thereto. Termination of ADSs a means these Terms of Purchase for default shall be without prejudice to withdraw the Deposited Securities represented by their ADSs any other rights and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction remedies of the applicable registration requirements by Buyer under statute or common law. To the unsponsored American depositary shares program under extent these Terms of Purchase are not terminated pursuant to the Securities Actabove paragraphs, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the DepositarySeller shall continue performance.

Appears in 4 contracts

Sources: Purchase Agreement, Purchase Agreement, Purchase Agreement

Termination. The Depositary (a) This Agreement may be terminated by Forum or the Bank by ninety (90) days' written notice to the other; provided that notice by Forum shall specify the names of the persons to whom the Bank shall deliver the Securities in each Account and to whom the Cash in such Account shall be paid. If notice of termination is given by the Bank, Forum shall, at any time at within ninety (90) days following the giving of such notice, deliver to the Bank a written direction notice specifying the names of the Companypersons to whom the Bank shall deliver the Securities in each Account and to whom the Cash in such Account shall be paid. In either case, terminate the Deposit Agreement by mailing notice of Bank will deliver such termination Property to the Holders of all Receipts then outstanding at least 90 days prior persons so specified, after deducting therefrom any amounts that the Bank determines to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it hereunder. In addition, the Bank may in accordance with its discretion withhold from such delivery such Property as may be necessary to settle transactions pending at the terms time of such delivery. Forum grants to the Bank a lien and right of setoff against the Account and all Property held therein from time to time in the full amount of the Deposit foregoing obligations. If within ninety (90) days following the giving of a notice of termination by the Bank, the Bank does not receive the aforementioned written notice specifying the names of the persons to whom the Bank shall deliver the Securities in each Account and to whom the Cash in such Account shall be paid, the Bank, at its election, may deliver such Securities and pay such Cash to a bank or trust company doing business in the State of New York to be held and disposed of pursuant to the provisions of this Agreement, or may continue to hold such Securities and Cash until a written notice as aforesaid is delivered to the Bank, provided that from and after the ninetieth day the Bank's obligations shall be limited to safekeeping. (b) This Agreement may be terminated by Forum or the Bank as to one or more Portfolios (but less than all of the Portfolios) by delivery of an amended Exhibit A deleting such Portfolios, in which case termination as to such deleted Portfolios shall take effect ninety (90) days after the date of such delivery, or such earlier time as mutually agreed. The execution and in accordance delivery of an amended Exhibit A that deletes one or more Portfolios shall constitute a termination of this Agreement only with any other agreements respect to such deleted Portfolio(s), shall be governed by the preceding provisions of Section 21 as otherwise agreed in writing between to the Company identification of a successor custodian and the Depositary delivery of Cash and Securities of the Portfolio(s) so deleted to such successor custodian, and shall not affect the obligations of the Bank and Forum hereunder with respect to the other Portfolios set forth in Exhibit A, as amended from time to time. (c) Sections 16, prior to such termination 17, 18, 28 and 30 shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon survive the termination of the Deposit Agreement, the Company shall be discharged from this Agreement as to one or more or all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the DepositaryPortfolios.

Appears in 4 contracts

Sources: Custodian Agreement (Forum Funds), Custodian Agreement (Forum Funds), Custodian Agreement (Forum Funds)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each the Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or or governmental charges or assessments). At any time after the expiration of six months one year from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 4 contracts

Sources: Deposit Agreement (Longtop Financial Technologies LTD), Deposit Agreement (Longtop Financial Technologies LTD), Deposit Agreement (BCD Semiconductor Manufacturing LTD)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 60 days prior to the date fixed in such notice for such termination termination, provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit AgreementSection 5.4 hereof, the Depositary may terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the this Deposit Agreement, each the Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) Section 2.6 hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or and governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the this Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit AgreementSection 2.6 hereof, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or and governmental charges or assessments). At any time after the expiration of six months from the date of termination of the this Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAmerican Depositary Shares, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or and governmental charges or assessments) and except as set forth in for its obligations to the Deposit AgreementCompany under Section 5.8. Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositaryhereunder.

Appears in 4 contracts

Sources: Deposit Agreement (CDC Software CORP), Deposit Agreement (CDC Software CORP), Deposit Agreement (CDC Software CORP)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 45 days prior to the date fixed in such notice for such termination termination, provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit AgreementSection 5.4 hereof, the Depositary may terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the this Deposit Agreement, each the Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) Section 2.6 hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to deliveryDelivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the this Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit AgreementSection 2.6 hereof, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the this Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAmerican Depositary Shares, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositaryhereunder.

Appears in 4 contracts

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

Termination. The Depositary shall, at any time time, at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate this Deposit Agreement by mailing notice of such termination to the Company and the Holders of all Receipts then outstanding, such termination to be effective on a date specified in such notice not less than 90 days after the date thereof if at any time 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04. On and after the date of termination termination, the Holder of the Deposit Agreement, each Holder a Receipt will, upon (a) surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the (b) payment of the charges fee of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forthSection 2.05, and upon (c) payment of any applicable taxes and/or or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Registrar Depositary thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or and other property as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges). At any time after the expiration of six months one year from the date of termination of the Deposit Agreementtermination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, and without liability for interest interest, for the pro rata benefit of the Holders of Receipts whose Receipts which have not theretofore been surrendered, such Holders thereupon becoming general creditors of the Depositary with respect to such net proceeds and such other cash. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAgreement, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges) and except as set forth provided in the Deposit AgreementSection 5.08. Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement Sections 5.08 and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary5.09 hereof.

Appears in 4 contracts

Sources: Deposit Agreement (Andina Bottling Co Inc), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing providing notice of such termination to the Holders of all Receipts then outstanding at least 90 30 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effecttermination. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided in herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing providing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each the Holder will, upon surrender of such Holder’s Receipt Holders’ Receipt(s) at the Corporate Trust Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts ADSs referred to in Article paragraph (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or or governmental charges, be entitled to deliveryDelivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, the Deposited Securities and the ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 4 contracts

Sources: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Satyam Computer Services LTD), Deposit Agreement (Citibank,N.A./ADR)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. On and after the date of termination of the Deposit Agreement, each the Holder will, upon surrender of such Holder’s 's Receipt at the Corporate Trust Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or or governmental charges or assessments). At any time after the expiration of six months one year from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 4 contracts

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Impala Platinum Holdings LTD/Adr/)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 30 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effecttermination. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided in herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each the Holder will, upon surrender of such Holder’s Receipt Holders' Receipt(s) at the Corporate Trust Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts ADSs referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, the Deposited Securities and the ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 4 contracts

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Akzo Nobel Nv)

Termination. The Depositary shallshall at any time, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders Owners of all Receipts then outstanding at least 90 30 days prior to the date fixed in such notice for such termination provided that, the termination. The Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the may likewise terminate this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between by mailing notice of such termination to the Company and the Depositary from time to timeOwners of all Receipts then outstanding, prior to such termination shall take effect. If 90 to be effective on a date specified in such notice not less than 30 days after the date thereof, if at any time 60 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, resign and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such terminationSection 5.04. On and after the date of termination termination, the Owner of the Deposit Agreement, each Holder a Receipt will, upon (a) surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the (b) payment of the charges fee of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forthSection 2.05, and upon (c) payment of any applicable taxes and/or or governmental charges, be entitled to delivery, to him the owner or upon his the Owner's order, of the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Registrar Depositary thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders Owners thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges). At any time after the expiration of six months one year from the date of termination of the Deposit Agreementtermination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, and without liability for interest interest, for the pro rata benefit of the Holders Owners of Receipts whose Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds and such other cash. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAgreement, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges) and except as set forth provided in the Deposit AgreementSection 5.08. Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement Sections 5.08 and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary5.09 hereof.

Appears in 4 contracts

Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Energy Co of Parana), Deposit Agreement (Energy Co of Parana)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination termination, provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit AgreementSection 5.4, the Depositary may terminate the this Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the this Deposit Agreement, each the Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement Section 2.6 and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the this Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit AgreementSection 2.6, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the this Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAmerican Depositary Shares, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositaryhereunder.

Appears in 4 contracts

Sources: Deposit Agreement (Merafe Resources LTD), Deposit Agreement (Banco De Guayaquil S.A.), Deposit Agreement (Lee & Man Paper Manufacturing LTD)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 90 thirty (30) days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effecttermination. If 90 ninety (90) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Section 5.4 of this Deposit Agreement, the Depositary may terminate the this Deposit Agreement by mailing distributing notice of such termination to the Holders of all Receipts ADSs then outstanding at least 30 thirty (30) days prior to the date fixed in such notice for such termination. On and after the The date of so fixed for termination of this Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the “Termination Date”. Until the Termination Date, the Depositary shall continue to perform all of its obligations under this Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at and the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof Holders and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, Beneficial Owners will be entitled to delivery, to him or upon his order, all of the amount of Deposited Securities represented by such Receipttheir rights under this Deposit Agreement. If any Receipts ADSs shall remain outstanding after the date of termination of the Deposit AgreementTermination Date, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend not, after the distribution of dividends Termination Date, have any obligation to the Holders thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall shall, subject, in each case, to the terms and conditions of this Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, shall (ii) sell rights or other property as provided Deposited Property received in the Deposit Agreementrespect of Deposited Securities, and shall continue to (iii) deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other propertyDeposited Property, in exchange for Receipts ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms set forth in Section 5.9 of this Deposit Agreement), and conditions of the (iv) take such actions as may be required under applicable law in connection with its role as Depositary under this Deposit Agreement and any applicable taxes and/or governmental charges or assessments)Agreement. At any time after the expiration of six months from the date of termination of the Deposit AgreementTermination Date, the Depositary may sell the Deposited Securities Property then held hereunder under this Deposit Agreement and may thereafter shall after such sale hold uninvested un-invested the net proceeds of any such sale, together with any other cash then held by it hereunderunder this Deposit Agreement, in an unsegregated account, un-segregated account and without liability for interest interest, for the pro rata benefit of the Holders of Receipts whose Receipts ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ReceiptDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in Section 5.9 of this Deposit Agreement), and (ii) as may be required at law in connection with the termination of this Deposit Agreement. Upon After the termination of the Deposit AgreementTermination Date, the Company shall be discharged from all obligations under this Deposit Agreement, except for its obligations to the Deposit Agreement except as set forth in the Depositary under Sections 5.8, 5.9 and 7.6 of this Deposit Agreement. The obligations under the terms of the this Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination Termination Date shall survive such effective date of termination the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the this Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained except as specifically provided in the Deposit Agreement or any ADR, in connection with the termination of the this Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary).

Appears in 4 contracts

Sources: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)

Termination. The Depositary shall, shall at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders Owners of all Receipts then outstanding at least 90 sixty (60) days prior to the date fixed in such notice for such termination provided that, the termination. The Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the may likewise terminate this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between by mailing notice of such termination to the Company and the Depositary from Owners of all Receipts then outstanding if at any time to time, prior to such termination shall take effect. If 90 ninety (90) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, resign and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such terminationSection 5.4. On and after the date of termination termination, the Owner of the Deposit Agreement, each Holder a Receipt will, upon (a) surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the (b) payment of the charges fee of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forthSection 2.5, and upon (c) payment of any applicable taxes and/or or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Registrar Depositary thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders Owners thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell property and rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges). At any time after the expiration of six months one year from the date of termination of the Deposit Agreementtermination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, and without liability for interest interest, for the pro rata benefit of the Holders Owners of Receipts whose Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAgreement, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges) and except as set forth in the Deposit Agreementfor its obligations under Section 5.8. Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement Sections 5.8 and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary5.9 hereof.

Appears in 4 contracts

Sources: Deposit Agreement (Masisa S.A.), Deposit Agreement (Masisa S.A.), Deposit Agreement (Terranova S A)

Termination. (a) The Depositary shallTrust may be dissolved, at any time at the written direction only upon approval of not less than eighty percent (80%) of the Company, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs Trustees or expenses owed to it in accordance with the terms provisions of Article V, Section 1 hereof. Upon the dissolution of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after Trust (i) The Trust shall carry on no business except for the Depositary shall have delivered to the Company a written notice purpose of winding up its election to resign, or affairs. (ii) The Trustees shall proceed to wind up the Company affairs of the Trust and all of the powers of the Trustees under this Declaration shall continue until the affairs of the Trust shall have delivered been wound up as contemplated by Section 3808(e) of the Delaware Statutory Trust Act. The Trustees may, to the Depositary extent they deem appropriate, adopt a written notice plan of liquidation at any time preceding the anticipated dissolution date, which plan of liquidation may set forth the terms and conditions for implementing the dissolution and liquidation of the removal Trust under this Article VIII. Shareholders of the Depositary, and in either case a successor depositary Trust shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him vote on the adoption of any such plan or upon his order, the dissolution and liquidation of the amount Trust under this Article VIII except to the extent required by the 1940 Act. Following completion of Deposited Securities represented by such Receipt. If any Receipts winding up of its business, the Trustees shall remain outstanding after the date cause a certificate of termination cancellation of the Deposit Agreement, the Registrar thereafter shall discontinue the registration Certificate of transfers of Receipts, and the Depositary shall suspend the distribution of dividends Trust to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder be filed in accordance with the terms Delaware Act, which Certificate of Cancellation may be signed by any one Trustee. (iii) After paying or adequately providing for the payment of all liabilities, and conditions upon receipt of such releases, indemnities and refunding agreements, as they deem necessary for their protection, the Deposit Agreement Trustees may distribute the remaining Trust Property, in cash or in kind or partly each, among the Shareholders according to their respective rights. (b) After the winding up and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit AgreementTrust and distribution to the Shareholders as herein provided, a majority of the Trustees shall execute and lodge among the records of the Trust an instrument in writing setting forth the fact of such termination and shall execute and file a certificate of cancellation with the Secretary of State of the State of Delaware. Upon termination of the Trust, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary Trustees shall thereupon be discharged from all obligations under the Deposit Agreement with respect to the Receipts further liabilities and duties hereunder, and the Shares, Deposited Securities rights and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges interests of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company all Shareholders shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositarythereupon cease.

Appears in 4 contracts

Sources: Agreement and Declaration of Trust (Private Advisors Alternative Strategies Master Fund), Agreement and Declaration of Trust (Private Advisors Alternative Strategies Fund), Trust Agreement (Private Advisors Alternative Strategies Fund)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing providing notice of such termination to the Holders of all Receipts ADRs then outstanding at least 90 thirty (30) days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effecttermination. If 90 ninety (90) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit AgreementSection 5.05, the Depositary may terminate the this Deposit Agreement by mailing providing notice of such termination to the Holders of all Receipts ADRs then outstanding at least 30 thirty (30) days prior to the date fixed for such termination. On and after the date of termination of the this Deposit Agreement, each the Holder of an ADR will, upon surrender of such Holder’s Receipt ADR at the Corporate Trust Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts ADRs referred to in Article (2) hereof and in the Deposit Agreement Section 2.05 and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such ReceiptADR. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Registrar Depositary thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, shall not accept deposits of Shares (and shall instruct each Custodian to act accordingly), and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell property and rights or other property and convert Deposited Securities into cash as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receiptan ADR, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreementtermination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest interest, for the pro rata benefit of the Holders of Receipts whose Receipts ADRs which have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAgreement, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges of the Depositary for the surrender of a Receiptan ADR, any expenses for the account of the Holder in accordance with the terms and conditions of the this Deposit Agreement and any applicable taxes and/or or governmental charges or assessments) and except as set forth in the Deposit Agreementits obligations under Section 5.10. Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement Sections 5.06, 5.10 and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary7.06 hereof.

Appears in 4 contracts

Sources: Deposit Agreement (LG.Philips LCD Co., Ltd.), Deposit Agreement (LG.Philips LCD Co., Ltd.), Deposit Agreement (LG.Philips LCD Co., Ltd.)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the Deposit Agreement by mailing providing notice of such termination to the Holders of all Receipts then outstanding at least 90 30 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effecttermination. If 90 60 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided in herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing providing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each the Holder will, upon surrender of such Holder’s Receipt Holders' Receipt(s) at the Corporate Trust Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts ADSs referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or or governmental charges, be entitled to deliveryDelivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, the Deposited Securities and the ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or or governmental charges or assessments) and except as set forth in the Deposit Agreement). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 4 contracts

Sources: Deposit Agreement (PCCW LTD), Deposit Agreement (Rediff Com India LTD), Deposit Agreement (Rediff Communication LTD)

Termination. The This Deposit Agreement may be terminated by the Company or the Depositary shallfor any reason upon 60 days prior written notice to the other party, at any time at or immediately if the written direction other party has materially breached this Deposit Agreement or if (i) all outstanding shares of Stock shall have been redeemed, or (ii) there shall have been made a final distribution in respect of the CompanyStock in connection with any liquidation, terminate dissolution or winding up of the Company and such distribution shall have been distributed to the record holders of Receipts pursuant to Section 4.01 or 4.02, as applicable. In the event of such termination, other than pursuant to clause (i) or (ii) above, the Company will appoint a successor depositary and inform the Depositary of the name and address of any successor depositary so appointed, provided that no failure by the Company to appoint such a successor depositary shall affect the termination of this Deposit Agreement or the discharge of the Depositary as depositary hereunder. Upon any such termination, the Depositary shall be relieved and discharged of any further responsibilities with respect to its duties and obligations hereunder. Upon payment of all outstanding fees and expenses hereunder, the Depositary shall promptly forward to the successor depositary or its designee any shares of Stock held by it and any certificates, letters, notices other document that the Depositary may receive after its appointment has so terminated. Whenever the Deposit Agreement by mailing has been terminated pursuant to clause (ii) of the preceding paragraph, the Depositary will mail notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders record holders of all Receipts then outstanding at least 30 days prior to (or promptly thereafter if 30 days is not commercially reasonable) the date fixed in that notice for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall Depositary Shares remain outstanding after the date of termination of the Deposit Agreementtermination, the Registrar Depositary thereafter shall will discontinue the registration transfer of transfers of ReceiptsDepositary Shares, and the Depositary shall will suspend the distribution of dividends to the Holders holders thereof, and shall will not give any further notices (other than notice of such termination) or perform any further acts under the this Deposit Agreement, except that the Depositary shall will continue (i) to collect dividends on the outstanding shares of Stock and any other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, with respect thereto and shall continue (ii) to deliver Deposited Securities, subject or cause to the conditions and restrictions set forth in the Deposit Agreementbe delivered shares of Stock, together with any such dividends and distributions, or other distributions received with respect thereto principal and interest, and the net proceeds of the sale any sales of any rights rights, preferences, privileges or other property (other than real property, ) in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments)Shares surrendered. At any time after the expiration of six months three years from the date of termination of the Deposit Agreementtermination, the Depositary may may, but shall not be obligated to, sell the Deposited Securities shares of Stock then held hereunder by it at a public or private sale, at such place or places and upon such terms as it deems proper and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest interest, for the pro rata benefit of the Holders owners of Receipts whose Receipts the Depositary Shares which have not theretofore been surrendered. After making Subject to applicable escheat laws, any monies set aside by the Company in respect of any payment with respect to the shares of Stock represented by the Depositary Shares, or dividends thereon, and unclaimed at the end of three years from the date upon which such salepayment is due and payable shall revert to the general funds of the Company, after which reversion the holders of Receipts evidencing such Depositary Shares shall look only to the general funds of the Company for payment thereof. Upon the termination of this Deposit Agreement, the Depositary parties hereto shall be discharged from all obligations under the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSs, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for their respective obligations under the terms of the Deposit Agreement Sections 5.03, 5.06, 5.07 and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary5.08.

Appears in 4 contracts

Sources: Deposit Agreement (Amtrust Financial Services, Inc.), Deposit Agreement (Amtrust Financial Services, Inc.), Deposit Agreement (Amtrust Financial Services, Inc.)

Termination. The Depositary shall, at any time at the written direction of the Company, terminate the this Deposit Agreement by mailing notice of such termination to the Holders Owners of all Receipts then outstanding at least 90 days prior to the date fixed in such notice for such termination provided that, the termination. The Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the may likewise terminate this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between by mailing notice of termination to the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 Owners of all Receipts then outstanding if at least 60 days shall have expired after (i) passed since the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, resign and in either case a successor depositary shall has not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such terminationSection 5.04. On and after the date of termination termination, the Owner of the Deposit Agreement, each Holder a Receipt will, upon (a) surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the (b) payment of the charges fee of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forthSection 2.05, and upon (c) payment of any applicable taxes and/or or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Registrar Depositary thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders Owners thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or and other property as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges). At any time after the expiration of six months from the date of termination of the Deposit Agreementtermination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, and without liability for interest interest, for the pro rata benefit of the Holders Owners of Receipts whose Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAgreement, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges) and except as set forth in for its obligations to the Deposit AgreementCompany, its directors, employees, agents and affiliates under Section 5.08. Upon the termination of the this Deposit Agreement, the Company shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement Sections 5.08 and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary5.09.

Appears in 4 contracts

Sources: Regulation S Deposit Agreement (Lloyds Banking Group PLC), Regulation S Deposit Agreement (Lloyds Banking Group PLC), Rule 144a Deposit Agreement (Lloyds Banking Group PLC)

Termination. (a) The Depositary shallrespective obligations and responsibilities of LBAC, at the Transferor, the Issuer, the Servicer, the Custodian and the Trust Collateral Agent created hereby shall terminate upon the payment to Noteholders and the Certificateholder of all amounts required to be paid to them pursuant to this Agreement, the Indenture and the Trust Agreement, satisfaction of all Reimbursement Obligations and all amounts due and owing to the Demand Note Provider and the Demand Note Guarantor hereunder, and the expiration of any time at preference period related thereto and the written direction disposition of all property held as part of the CompanyTrust Assets; provided, terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 days prior to the date fixed however, in such notice for such termination provided that, the Depositary any case there shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, Collateral Agent and the Depositary shall suspend the distribution Note Insurer an Opinion of dividends to the Holders thereofCounsel that all applicable preference periods under federal, state and shall not give any further notices or perform any further acts under the Deposit Agreementlocal bankruptcy, except that the Depositary shall continue to collect dividends insolvency and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders of Receipts whose Receipts similar laws have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement expired with respect to the Receipts payments pursuant to this Section 11. 1. The Servicer shall promptly notify the Trust Collateral Agent, the Transferor, the Issuer, each Rating Agency, the Demand Note Provider and the Shares, Deposited Securities and ADSs, except Note Insurer of any prospective termination pursuant to account for such net proceeds and other cash this Section 11.1. (after deducting, or charging, as the case may be, in each case the charges b) Upon any sale of the Depositary for the surrender of a Receipt, any expenses for the account assets of the Holder in accordance with the terms and conditions Issuer pursuant to Section 8.1 of the Deposit Agreement Trust Agreement, the Servicer shall instruct the Trust Collateral Agent in writing to deposit the proceeds from such sale after all payments and any applicable taxes and/or governmental charges or assessmentsreserves therefrom (including the expenses of such sale) and except as set forth have been made (the "Insolvency Proceeds") in the Deposit Agreement. Upon the Collection Account. (c) Written notice of any termination of the Deposit AgreementIssuer shall be given by the Servicer to the Owner Trustee, the Company shall be discharged from all obligations under Trust Collateral Agent, the Deposit Agreement except Collateral Agent, the Back-up Servicer, the Indenture Trustee, the Demand Note Provider, the Note Insurer and the Rating Agencies as set forth in soon as practicable after the Deposit Agreement. The obligations under Servicer has received notice thereof. (d) Following the terms satisfaction and discharge of the Deposit Agreement Indenture and Receipts of Holders and Beneficial Owners of ADSs outstanding as the payment in full of the effective date principal of any termination shall survive such effective date of termination and shall be discharged only when interest on the applicable ADSs are presented by their Holders Notes, the Certificateholder will succeed to the Depositary for cancellation under the terms rights of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the DepositaryNoteholders hereunder.

Appears in 4 contracts

Sources: Sale and Servicing Agreement (Long Beach Acceptance Auto Receivables Trust 2005-A), Sale and Servicing Agreement (Long Beach Acceptance Corp. Auto Receivables Trust 2004-B), Sale and Servicing Agreement (Long Beach Acceptance Receivables Corp.)

Termination. The Depositary shallmay, at any time and shall at the written direction of the Company, terminate the Deposit Agreement and this ADR by mailing notice of such termination to the Holders of all Receipts then outstanding at least 90 30 days prior to the date fixed in such notice for such termination provided thattermination; provided, the Depositary shall be reimbursed for any amountshowever, fees, costs or expenses owed to it in accordance with the terms of the Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between the Company and the Depositary from time to time, prior to such termination shall take effect. If 90 days shall have expired after (i) if the Depositary shall have delivered to the Company a written (i) resigned as Depositary hereunder, notice of its election such termination by the Depositary shall not be provided to resignHolders unless a successor depositary shall not be operating hereunder within 60 days of the date of such resignation, or (ii) the Company shall have delivered to been removed as Depositary hereunder, notice of such termination by the Depositary a written notice of the removal of the Depositary, and in either case shall not be provided to Holders unless a successor depositary shall not have been appointed and accepted its appointment as be operating hereunder on the 60th day after the Company's notice of removal was first provided herein and in to the Deposit AgreementDepositary. Notwithstanding anything to the contrary herein, the Depositary may terminate the Deposit Agreement by mailing without notice of such termination to the Holders Company, but subject to giving 30 days’ notice to the Holders, under the following circumstances: (i) in the event of the Company’s bankruptcy or insolvency, (ii) if the Shares cease to be listed on an internationally recognized stock exchange, (iii) if the Company effects (or will effect) a redemption of all Receipts then outstanding at least 30 days prior to or substantially all of the Deposited Securities, or a cash or share distribution representing a return of all or substantially all of the value of the Deposited Securities, or (iv) there occurs a merger, consolidation, sale of assets or other transaction as a result of which securities or other property are delivered in exchange for or in lieu of Deposited Securities. After the date so fixed for such termination. On and after the date of termination of the Deposit Agreement, each Holder will, upon surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes and/or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders thereof, and shall not give any further notices or its agents will perform any no further acts under the Deposit AgreementAgreement and this ADR, except that to receive and hold (or sell) distributions on Deposited Securities and deliver Deposited Securities being withdrawn. As soon as practicable after the date so fixed for termination, the Depositary shall continue use its reasonable efforts to collect dividends and other distributions pertaining to sell the Deposited Securities, shall sell rights or other property as provided in the Deposit Agreement, Securities and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth thereafter (as long as it may lawfully do so) hold in the Deposit Agreement, together with any dividends an account (which may be a segregated or other distributions received with respect thereto and unsegregated account) the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case the charges of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such salesales, together with any other cash then held by it hereunder, in an unsegregated accountunder the Deposit Agreement, without liability for interest interest, in trust for the pro rata benefit of the Holders of Receipts whose Receipts have ADRs not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under in respect of the Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsthis ADR, except to account for such net proceeds and other cash (after deducting, or charging, as cash. After the case may be, in each case the charges of the Depositary date so fixed for the surrender of a Receipt, any expenses for the account of the Holder in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes and/or governmental charges or assessments) and except as set forth in the Deposit Agreement. Upon the termination of the Deposit Agreementtermination, the Company shall be discharged from all obligations under the Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination)its agents. Notwithstanding anything contained in to the Deposit Agreement or any ADRcontrary, in connection with the any termination of the Deposit Agreementpursuant to this paragraph (17), the Depositary may, independently in its sole discretion and without the need for any action by notice to the Company, establish in accordance with applicable U.S. and Swiss laws and rules, an unsponsored American depositary share program (on such terms as the Depositary may determine) for the Shares and make available to Holders of ADSs a means to withdraw the Deposited Securities Shares represented by their the ADSs issued under the Deposit Agreement and to direct the deposit of such Deposited Securities Shares into an such unsponsored American depositary shares program established by the Depositaryshare program, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject howeversubject, in each case, to satisfaction receipt by the Depositary, at its discretion, of the fees, charges and expenses provided for in paragraph (7) hereof and the fees, charges and expenses applicable registration requirements by to the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositaryshare program.

Appears in 4 contracts

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

Termination. The Depositary shall, shall at any time at the written direction of the Company, Issuer terminate the this Deposit Agreement by mailing notice of such termination to the Holders Owners of all Receipts then outstanding at least 90 thirty (30) days prior to the date fixed in such notice for such termination provided that, the termination. The Depositary shall be reimbursed for any amounts, fees, costs or expenses owed to it in accordance with the terms of the may likewise terminate this Deposit Agreement and in accordance with any other agreements as otherwise agreed in writing between by mailing notice of such termination to the Company Issuer and the Depositary from Owners of all Receipts then outstanding if at any time to time, prior to such termination shall take effect. If 90 ninety (90) days shall have expired after (i) the Depositary shall have delivered to the Company Issuer a written notice of its election to resign, or (ii) the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, resign and in either case a successor depositary shall not have been appointed and accepted its appointment as provided herein and in the Deposit Agreement, the Depositary may terminate the Deposit Agreement by mailing notice of such termination to the Holders of all Receipts then outstanding at least 30 days prior to the date fixed for such terminationSection 5.4. On and after the date of termination termination, the Owner of the Deposit Agreement, each Holder a Receipt will, upon (a) surrender of such Holder’s Receipt at the Corporate Trust Office of the Depositary, upon the (b) payment of the charges fee of the Depositary for the surrender of Receipts referred to in Article (2) hereof and in the Deposit Agreement and subject to the conditions and restrictions therein set forthSection 2.5, and upon (c) payment of any applicable taxes and/or or governmental charges, be entitled to delivery, to him or upon his order, of the amount of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreementtermination, the Registrar Depositary thereafter shall discontinue the registration of transfers of Receipts, and the Depositary shall suspend the distribution of dividends to the Holders Owners thereof, and shall not give any further notices or perform any further acts under the this Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights or other property as provided in the this Deposit Agreement, and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in the Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges). At any time after the expiration of six months one year from the date of termination of the Deposit Agreementtermination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, and without liability for interest interest, for the pro rata benefit of the Holders Owners of Receipts whose Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement with respect to the Receipts and the Shares, Deposited Securities and ADSsAgreement, except to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case case, the charges fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Holder Owner of such Receipt in accordance with the terms and conditions of the this Deposit Agreement Agreement, and any applicable taxes and/or or governmental charges or assessmentscharges) and except as set forth in for its obligations to the Issuer under Section 5.8 hereof and to the Owners under this Section 6.2, which obligations shall survive the termination of this Deposit Agreement. Upon the termination of the this Deposit Agreement, the Company Issuer shall be discharged from all obligations under the this Deposit Agreement except as set forth in the Deposit Agreement. The for its obligations under the terms of the Deposit Agreement and Receipts of Holders and Beneficial Owners of ADSs outstanding as of the effective date of any termination shall survive such effective date of termination and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Deposit Agreement Sections 5.8 and the Holders have each satisfied any and all of their obligations hereunder (including, but not limited to, any payment and/or reimbursement obligations which relate to prior to the effective date of termination but which payment and/or reimbursement is claimed after such effective date of termination). Notwithstanding anything contained in the Deposit Agreement or any ADR, in connection with the termination of the Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary5.9 hereof.

Appears in 4 contracts

Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Anglogold LTD), Deposit Agreement (Anglogold Ashanti LTD)