Common use of The Custodian Clause in Contracts

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. If the Depositary receives a notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon any change of Custodian or appointment of additional Custodians, the Depositary shall at its own expense give notice thereof in writing to all Holders. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Kt Corp)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Bancomer S.A. and Nacional Financiera, S.N.C. as custodian Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If it and the Depositary receives a notice of the resignation of undertakes to procure compliance by the Custodian with the applicable provisions of this Deposit Agreement. The Custodian may resign and upon effectiveness be discharged from its duties hereunder by notice of such resignation there would be no Custodian hereunder, delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. The Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when discretion determines that it reasonably appears to be is in the best interest of the Holders to do so, it may appoint a substitute or an additional custodiancustodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be a the Custodian hereunder, and upon demand of the Depositary the previous Custodian shall deliver the Deposited Securities held by it to such substitute custodian. Each such substitute custodian shall deliver to the Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary and the Company. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to all Holders. Upon the appointment of any successor depositary Depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

Sources: Deposit Agreement (Ica Corp)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Unibanco as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged at its request from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least sixty (60) days prior to the date on which such resignation is to become effective. If upon such notice of resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice notice, and after consultation with the CompanyCompanies, appoint a substitute custodian that is organized under the laws of Brazil which shall thereafter be the Custodian hereunder. Such resignation of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do soCompanies, may discharge the Custodian at any time upon notice to the Custodian being discharged and appoint a substitute or an additional custodian, which who shall thereafter be a the Custodian hereunder. Immediately Forthwith upon any change of Custodian or appointment of additional Custodiansits appointment, the substitute custodian shall deliver to the Depositary and the Companies an acceptance of such appointment satisfactory in form and substance to the Depositary and the Companies. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requeseted of it to such substitute custodian. The Depositary shall at its own expense give notice thereof in writing to all Holdersregistered Holders of the name, location and the appointment of the Custodian not named in the Receipts. The Depositary agrees with the Companies that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Unibanco Holdings Sa)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository the Frankfurt/Main offices of Dresdner Bank AG and Deutsche Offenbach office of BHF-Bank AG as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The A Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a Any Custodian may resign and be discharged from its duties hereunder by written notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there would shall be no Custodian acting hereunder, the Depositary shallshall with the prior written consent of the Company, promptly after receiving such notice and after consultation with the Company, appoint a substitute custodian that is organized under the laws of Germany which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when reasonable discretion determines that it reasonably appears to be is in the best interest of the Holders to do so, it may discharge any Custodian hereunder and, with the prior written consent of the Company, appoint a substitute custodian or an appoint one or more additional custodiancustodians, each of which shall thereafter be a Custodian hereunder. Any Custodian ceasing to act as Custodian hereunder shall deliver all Deposited Securities held by it and all other books and records maintained by it with respect to its function as a Custodian hereunder to a Custodian continuing to act upon the instruction of the Depositary. Each substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to the Company, to all HoldersHolders and to each other Custodian of the name, the address and the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary Depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

Sources: Deposit Agreement (Basf Aktiengesellschaft)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Svenska Handelsbanken as custodian Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. The Each Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a Each Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian hereunder, delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary shall, promptly after receiving such notice and notice, after consultation with the CompanyCompany if practicable, appoint a substitute custodian custodian, which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when reasonable discretion determines that it reasonably appears to be is in the best interest of the Holders of Receipts to do so, it may appoint ap­point a substitute or an additional custodian, which shall thereafter there­after be a Custodian hereunder, and upon demand of the Depositary the previous Custodian shall deliver the Deposited Securities held by it to such substitute custodian. Immediately Each such substitute custo­dian shall deliver to the Depositary forthwith upon its appointment an acceptance of such appointment satisfac­tory in form and substance to the Depositary. Promptly upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing writ­ing to all Holders. The Depositary may discharge or appoint any Custo­dian only after consultation with the Company, if practicable. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without with­out any further act or writing, the agent hereunder of such successor suc­cessor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

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

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Citibank, N.A., Manila, as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by 30 days' prior notice of its election to do so delivered to the Depositary; such resignation to become effective upon appointment of the a successor Custodian and upon effectiveness its acceptance of such appointment as hereinafter provided. If upon such notice of resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian that is organized under the laws of the Philippines which shall thereafter be the Custodian hereunder. Such resignation of The Depositary may discharge any Custodian at any time upon notice to the Custodian shall take effect upon the appointment of a successor custodian being discharged and its acceptance of such appointment. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which who shall thereafter be a Custodian hereunder. Immediately Forthwith upon any change of Custodian its appointment, each such substitute or appointment of additional Custodians, custodian shall deliver to the Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary. Upon demand of the Depositary, any Custodian shall at its own expense deliver such of the Deposited Securities as are requested of it to any other Custodian together with all records maintained by it as Custodian with respect to such Deposited Securities. The Depositary shall give notice thereof in writing to all HoldersHolders of the name, location and the appointment of any Custodian not named in the ADRs. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Common Stock Deposit Agreement (Philippine Long Distance Telephone Co)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository The Industrial Bank of Japan, Limited, Tokyo, Japan, and The Fuji Bank, Limited, Tokyo, Japan, severally, as custodian Custodians and agent agents of the Depositary for the purpose purposes of this Deposit Agreement. The Each Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a Either Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If after such resignation there would will be a Custodian remaining hereunder, the resigning Custodian shall, upon demand of the Depositary, deliver Deposited Securities held by it to such remaining Custodian and such remaining Custodian shall thereupon assume the obligations and duties of such resigning Custodian, including obligations or duties pursuant to Section 2.03 hereof, if any. If after such resignation there will be no Custodian remaining hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian Custodian, which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when discretion determines that it reasonably appears to be is in the best interest of the Holders holders of Receipts to do so, it may upon prior consultation with Hitachi appoint a substitute or an additional custodianCustodian, which for either Custodian, which, together with any other Custodian hereunder, shall thereafter be a Custodian hereunder, and upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to such substitute Custodian. Immediately Each such substitute Custodian shall deliver to the Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change of Custodian or appointment of additional Custodians, the Depositary shall at its own expense give mail notice thereof in writing to all Holdersrecord holders of Receipts. If prior to such change two entities were acting severally as Custodian such notice shall be mailed at Hitachi's expense but if prior to such change only one entity was acting as Custodian such notice shall be mailed without cost to Hitachi. Upon the appointment of any successor depositary Depositary hereunder, any the Custodian then acting hereunder shall stall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

Sources: Deposit Agreement (Hitachi LTD)

The Custodian. The Depositary, after consultation upon the written request or with the written approval of the Company, shall may from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially Each Custodian so appointed Korea Securities Depository as custodian (other than Deutsche Bank AG, Amsterdam Branch) shall give notice in writing to the Company and agent of the Depositary for accepting such appointment and agreeing to be bound by the purpose of this Deposit Agreementapplicable terms hereof. The Any Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a Any Custodian may resign from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian hereunder, delivered to the Depositary shall, promptly after receiving at least 30 days prior to the date on which such resignation is to become effective. The Depositary may discharge any Custodian at any time upon notice and after consultation with the Company, appoint a substitute custodian which shall thereafter be to the Custodian hereunderbeing discharged. Such resignation Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities held by it to a Custodian continuing to act upon the instruction of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointmentDepositary. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon any change of Custodian or appointment of additional Custodians, the Depositary shall at its own expense give notice thereof in writing to all HoldersHolders of the name and location of the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Wolters Kluwer N v /Fi)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository the principal Mexico, D.F., Mexico office of Nacional Financiera, S.N.C., as custodian Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary Depositary, subject to and in accordance with the applicable laws of Mexico, and shall be responsible solely to it. If it and the Depositary receives a notice undertakes to procure compliance by the Custodian with the applicable provisions of the resignation of the Deposit Agreement. The Custodian may resign and upon effectiveness be discharged from its duties hereunder by notice of such resignation there would be no Custodian hereunder, delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary shall, promptly after receiving such notice and after consultation with notice, appoint a substitute custodian that is organized under the Companylaws of Mexico which shall thereafter be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Holders to do so, it may appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation Upon demand of the Depositary the previous Custodian shall take effect deliver the Deposited Securities held by it to such substitute custodian. Each such substitute custodian shall deliver to the Depositary forthwith upon the its appointment of a successor custodian and its an acceptance of such appointment. The appointment satisfactory in form and substance to the Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to all Holders. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Group Simec Sa De Cv)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository the Bank of Ireland as custodian Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. The Custodian in acting hereunder hereunderCustodian shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian hereunder, delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian custodian, which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when discretion determines that it reasonably appears to be is in the best interest of the Holders of Receipts to do so, it may appoint a substitute or an additional custodian, which shall thereafter be a the Custodian hereunder, and upon demand of the Depositary the previous Custodian shall deliver the Deposited Securities held by it to such substitute custodian. Each such substitute custodian shall deliver to the Depositary forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to all HoldersHolders of Receipts. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

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

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository the principal London office of the Depositary as custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a Any Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation or custodians, each of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any change Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment of additional Custodians, satisfactory in form and substance to the Depositary shall at its own expense give notice thereof in writing to all HoldersDepositary. Upon the appointment of any successor depositary hereunder, any each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary. Immediately upon any appointment of a successor Custodian, the Depositary shall give written notice to the Issuer and all Owners to such effect.

Appears in 1 contract

Sources: Deposit Agreement (Vodafone Group Public LTD Co)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Citibank N.A., Dublin as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian hereunder, delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary determines, in its acceptance of such appointment. The Depositarydiscretion, after consultation with the Company, when that it reasonably appears to be is in the best interest of the Holders of Receipts to do so, it may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to all HoldersHolders of Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (CRH Public LTD Co)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Citibank, N.A., Mexico, as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least 60 days prior to the date on which such resignation is to become effective. If upon such notice of resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian that is organized under the laws of the United Mexican States which shall thereafter be the Custodian hereunder. Such resignation of The Depositary may (i) discharge any Custodian at any time upon notice to the Custodian shall take effect upon the appointment of a successor custodian being discharged and its acceptance of such appointment. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute custodian or (ii) appoint an additional custodian, which who, in either case shall thereafter be a Custodian hereunder. Immediately Forthwith upon any change of Custodian its appointment, each such substitute or appointment of additional Custodians, custodian shall deliver to the Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary. Any Custodian ceasing to act hereunder as Custodian shall at its own expense deliver all Deposited Securities held by it to a Custodian continuing to act upon the instruction of the Depositary. The Depositary shall give notice thereof in writing to all Holders, the Company and each other Custodian of the name, location and the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Far Ben S a De C v/Adr/)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Citibank, N.A., Taipei Branch, as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least sixty (60) days prior to the date on which such resignation is to become effective. If upon such notice of resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and notice, after consultation with the Company, appoint a substitute custodian that is organized under the laws of the ROC which shall thereafter be the Custodian hereunder. Such resignation of The Depositary may discharge any Custodian at any time upon notice to the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositarybeing discharged and, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which who shall thereafter be a Custodian hereunder. Immediately Forthwith upon any change of Custodian its appointment, each such substitute or appointment of additional Custodians, custodian shall deliver to the Depositary and the Company an acceptance of such appointment satisfactory in form and substance to the Depositary and the Company. Any Custodian ceasing to act hereunder as Custodian shall at its own expense deliver all Deposited Securities held by it to a Custodian continuing to act upon the instruction of the Depositary. The Depositary shall give notice thereof in writing to all Holdersregistered Holders of the name, location and the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Taiwan Semiconductor Manufacturing Co LTD)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Citibank, N.A., Manila, as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by 30 days' prior notice of its election to do so delivered to the Depositary;, such resignation to become effective upon appointment of the a successor Custodian and upon effectiveness its acceptance of such appointment as hereinafter provided. If upon such notice of resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian that is organized under the laws of the Philippines which shall thereafter be the Custodian hereunder. Such resignation of The Depositary may discharge any Custodian at any time upon notice to the Custodian shall take effect upon the appointment of a successor custodian being discharged and its acceptance of such appointment. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which who shall thereafter be a Custodian hereunder. Immediately Forthwith upon any change of Custodian its appointment, each such substitute or appointment of additional Custodians, custodian shall deliver to the Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary. Upon demand of the Depositary, any Custodian shall at its own expense deliver such of the Deposited Securities as are requested of it to any other Custodian together with all records maintained by it as Custodian with respect to such Deposited Securities. The Depositary shall give notice thereof in writing to all HoldersHolders of the name, location and the appointment of any Custodian not named in the GDRs. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; ;, but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Preferred Stock Deposit Agreement (Philippine Long Distance Telephone Co)

The Custodian. The Depositary, after consultation with the Company, shall Depositary may from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially Each Custodian so appointed Korea Securities Depository as custodian (other than an office of JPMorgan Chase Bank) shall give notice in writing to the Company and agent of the Depositary for accepting such appointment and agreeing to be bound by the purpose of this Deposit Agreementapplicable terms hereof. The Any Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a Any Custodian may resign from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian hereunder, delivered to the Depositary shall, promptly after receiving at least 30 days prior to the date on which such resignation is to become effective. The Depositary may discharge any Custodian at any time upon notice and after consultation with the Company, appoint a substitute custodian which shall thereafter be to the Custodian hereunderbeing discharged. Such resignation Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities held by it to a Custodian continuing to act upon the instruction of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointmentDepositary. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon any change of Custodian or appointment of additional Custodians, the Depositary shall at its own expense give notice thereof in writing to all HoldersHolders of the name and location of the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the Receipts), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located.

Appears in 1 contract

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

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If it and the Depositary receives a notice of shall be responsible for the resignation of compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign and upon effectiveness be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation or custodians, each of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may appoint substitute or additional custodian or custodians approved by the Issuer (such approval not to be unreasonably withheld), which shall thereafter be one of the Custodians hereunder. The Depositary, to the extent practicable, shall notify the Issuer of the appointment of a substitute or additional custodian at least 30 days prior to the date upon which such appointment is to become effective. Upon demand of the Depositary any change Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment of additional Custodians, satisfactory in form and substance to the Depositary shall at its own expense give notice thereof in writing to all HoldersDepositary. Upon the appointment of any successor depositary hereunder, any each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Scor Holding (Switzerland) LTD)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Bank Leu as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least sixty (60) days prior to the date on which such resignation is to become effective. If upon such notice of resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and notice, after consultation with the Company, appoint a substitute custodian that is organized under the laws of Switzerland which shall thereafter be the Custodian hereunder. Such resignation of The Depositary may discharge any Custodian at any time upon notice to the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositarybeing discharged and, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which who shall thereafter be a Custodian hereunder. Immediately Forthwith upon any change of Custodian its appointment, each such substitute or appointment of additional Custodians, custodian shall deliver to the Depositary and the Company an acceptance of such appointment satisfactory in form and substance to the Depositary and the Company. Any Custodian ceasing to act hereunder as Custodian shall at its own expense deliver all Deposited Securities held, by it to a Custodian continuing to act upon the instruction of the Depositary. The Depositary shall give notice thereof in writing to all Holdersregistered Holders of the name, location and the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Centerpulse LTD)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository ­­­­­­­­­­­the principal Dublin office of the Bank of Ireland as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian hereunder, delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary determines, in its acceptance of such appointment. The Depositarydiscretion, after consultation with the Company, when that it reasonably appears to be is in the best interest of the Holders to do so, it may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to all Holders. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (CRH Public LTD Co)

The Custodian. The Depositary, after consultation with upon the written request of the Company, will appoint or replace one or more agents to act for the Depositary as Custodian hereunder unless the Depositary reasonably believes that the proposed Custodian is not, or will not be, able to provide service satisfactory to the Depositary, to be based upon, without limitation, consideration of operational systems, security procedures, expenses and credit standing, in which case the Depositary and the Company will use their reasonable best efforts to resolve any service issue. In addition, the Depositary, upon the written approval of the Company (which shall not be unreasonably withheld), may from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially Each Custodian so appointed Korea Securities Depository as custodian (other than JPMorgan Chase Bank, N. A.) shall give notice in writing to the Company and agent of the Depositary for accepting such appointment and agreeing to be bound by the purpose of this Deposit Agreementapplicable terms hereof. The Any Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a Any Custodian may resign from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian hereunder, delivered to the Depositary shall, promptly after receiving at least 30 days prior to the date on which such resignation is to become effective. The Depositary may discharge any Custodian at any time upon notice and after consultation to the Custodian being discharged with the Company, appoint a substitute custodian written approval of the Company (which shall thereafter not be unreasonably withheld). Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities held by it to a Custodian continuing to act upon the Custodian hereunder. Such resignation instruction of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointmentDepositary. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon any change of Custodian or appointment of additional Custodians, the Depositary shall at its own expense give notice thereof in writing to all HoldersHolders of the name and location of the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Telmex Internacional, S.A.B. De C.V.)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository the London Branch of The Bank of New York Mellon as custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a Any Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. If upon such resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation or custodians, each of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon The Depositary in its discretion may appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any change Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary, accepting such appointment and agreeing to abide by the applicable terms of additional Custodians, the Depositary shall at its own expense give notice thereof in writing to all Holdersthis Deposit Agreement. Upon the appointment of any successor depositary hereunder, any each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary. As soon as practicable after any appointment of a successor Custodian, the Depositary shall give written notice to the Issuer.

Appears in 1 contract

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

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository the Eschborn office of Deutsche Bank AG as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The A Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a Any Custodian may resign and be discharged from its duties hereunder by written notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there would shall be no Custodian acting hereunder, the Depositary shallshall with the prior written consent of the Company, promptly after receiving such notice and after consultation with the Company, appoint a substitute custodian that is organized under the laws of Germany which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when reasonable discretion determines that it reasonably appears to be is in the best interest of the Holders to do so, it may discharge any Custodian hereunder and, with the prior written consent of the Company, appoint a substitute custodian or an appoint one or more additional custodiancustodians, each of which shall thereafter be a Custodian hereunder. Immediately Any Custodian ceasing to act as Custodian hereunder shall deliver all Deposited Securities held by it and all other books and records maintained by it with respect to its function as a Custodian hereunder to a Custodian continuing to act upon the instruction of the Depositary. Each substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to the Company, to all HoldersHolders and to each other Custodian of the name, the address and the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary Depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

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

The Custodian. The Depositary, after consultation with the Company, shall from time to time Depositary may appoint one or more agents to act for it as its Custodian hereunder. The Depositary has initially appointed Korea Securities Depository The ICICI Bank Limited as custodian Custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Any Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary Depositary, and shall be responsible solely to it. If Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary receives a notice of at least 30 days prior to the date on which such resignation of is to become effective. If upon the Custodian and upon effectiveness of such resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian which shall thereafter be that is organized under the Custodian hereunder. Such resignation laws of the Custodian shall take effect upon the appointment of a successor custodian India and its acceptance of such appointment. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon Whenever the Depositary in its discretion determines that it is appropriate to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder subject in each instance to the written approval of the Company. Upon demand of the Depositary any change of previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or appointment of such substitute or additional Custodians, custodian or custodians as the Depositary shall at instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its own expense give notice thereof appointment an acceptance of such appointment satisfactory in writing form and substance to all Holdersthe Depositary. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary depositary, and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but provided, however, that the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

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

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary receives a notice of at least 30 days prior to the date on which such resignation of is to become effective. If, upon the Custodian and upon effectiveness of such resignation there would be no Custodian hereunderacting under this Deposit Agreement, the Depositary shall, promptly after receiving such notice and after consultation with the CompanyCompany to the extent practicable, as promptly as practicable after receiving such notice, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon any change Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may, after consultation with the Company to the extent practicable, appoint a substitute or additional custodian or custodians, each of which shall thereafter be a Custodian or appointment of additional Custodianshereunder. To the extent practicable, the Depositary shall notify the Company of the appointment of a substitute or additional Custodian at lease 20 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary, any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian. Each substitute or additional custodian shall deliver to the Depositary, forthwith upon its own expense appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. As promptly as practicable after any such change, the Depositary shall give notice thereof in writing to all Holdersthe Company. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such that Custodian all such instruments as may be proper to give to such that Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Inversiones Aguas Metropolitanas S.A.)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Banco Santander Chile as custodian and agent of the Depositary for the purpose of this the Deposit Agreement. The A Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a Any Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective, and the Depositary shall provide the Company prompt notice of any such resignation. If upon such resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian or custodians, which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when discretion determines that it reasonably appears to be is in the best interest of the Holders to do so, it may appoint a substitute or an additional custodian, which shall thereafter be a the Custodian hereunder, and upon demand of the Depositary the predecessor custodian shall deliver the Deposited Securities held by it to such substitute custodian and such other books and records maintained by such predecessor with respect to its function as the Custodian hereunder. Each such substitute custodian shall deliver to the Depositary and the Company, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to the Company and all HoldersHolders of ADSs. Citibank, N.A. may at any time act as Custodian of the Deposited Securities pursuant to the Deposit Agreement, in which case any reference to Custodian shall mean Citibank, N.A. solely in its capacity as Custodian pursuant to the Deposit Agreement. The Depositary shall give prompt notice to the Company of its acting as Custodian pursuant to the Deposit Agreement but shall not be obligated to give notice to any Holders of ADSs or other Custodian. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

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

The Custodian. The Depositary, after consultation upon the request or with the approval of the Company, shall may from time to time (and shall, as promptly as practicable, whenever there be no Custodian hereunder) appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially Each Custodian so appointed Korea Securities Depository as custodian (other than JPMorgan Chase Bank) shall give notice in writing to the Company and agent of the Depositary for accepting such appointment and agreeing to be bound by the purpose of this Deposit Agreementapplicable terms hereof. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian hereunder, delivered to the Depositary shall, promptly after receiving at least 30 days prior to the date on which such notice and after consultation with the Company, appoint a substitute custodian which shall thereafter be resignation is to become effective. The Depositary may discharge the Custodian hereunderat any time upon notice to the Custodian being discharged. Such resignation Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities held by it to a Custodian continuing to act upon the instruction of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointmentDepositary. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon any change of Custodian or appointment of additional Custodians, the Depositary shall at its own expense give notice thereof in writing to all HoldersHolders of the name and location of the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the 15 <PAGE> Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Skandinaviska Enskilda Banken and Svenska Handelsbanken as custodian custodians and agent agents of the Depositary for the purpose of this Deposit Agreement. The Custodian Custodians in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodians may resign and be discharged from their duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian hereunder, delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary determines, in its acceptance of such appointment. The Depositarydiscretion, after consultation with the Company, when that it reasonably appears to be is in the best interest of the Holders of Receipts to do so, it may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to all HoldersHolders of Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Atlas Copco Ab)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary receives a notice of at least 30 days prior to the date on which such resignation of is to become effective. If upon the Custodian and upon effectiveness of such resignation there would be no Custodian acting hereunder, the Depositary shall, as promptly as practicable after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation or custodians, each of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon The Depositary in its discretion may appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. The Depositary may not appoint as Custodian any change institution that is not qualified under applicable law to act as Custodian. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment of additional Custodians, satisfactory in form and substance to the Depositary shall at its own expense give notice thereof in writing to all HoldersDepositary. Upon the appointment of any successor depositary hereunder, any each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Ternium S.A.)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation or custodians, each of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any change of other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment of additional Custodians, satisfactory in form and substance to the Depositary shall at its own expense give notice thereof in writing to all HoldersDepositary. Upon the appointment of any successor depositary hereunder, any each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

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

The Custodian. (a) The Depositary, after consultation Trustee is hereby directed to enter into the Trust Allocated Account Agreement and the Trust Unallocated Account Agreement with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunderInitial Custodian. The Depositary has initially appointed Korea Securities Depository as custodian and agent Initial Custodian will be subject to the directions of the Depositary for the purpose of this Deposit Agreement. The Custodian Trustee as provided in acting hereunder shall be subject at all times such Custody Agreements, and in all respects to the direction of the Depositary and shall will be responsible solely to itit and to Beneficial Owners to the extent UK law requires. If the Depositary receives a notice of upon the resignation of the any Custodian and upon effectiveness of such resignation there would be no Custodian acting hereunder, the Depositary Trustee shall, promptly after receiving such notice and after consultation with the Companyof such resignation, appoint a substitute custodian which shall thereafter be or custodians selected by the Custodian hereunder. Such resignation Sponsor pursuant to Custody Agreements approved by the Sponsor (provided, however, that the rights and duties of the Custodian Trustee hereunder and under the Custody Agreements shall take effect upon the appointment not be materially altered without its consent), each of a successor custodian and its acceptance of such appointment. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon When directed by the Sponsor or if the Trustee in its discretion determines that it is in the best interest of the Registered Owners to do so and with the written approval of the Sponsor (which approval shall not be unreasonably withheld or delayed), the Trustee shall appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. After the date of this Agreement, the Trustee shall not enter into or amend any change Custody Agreement with a Custodian without the written approval of the Sponsor (which approval shall not be unreasonably withheld or delayed). When instructed by the Sponsor, the Trustee shall demand that a Custodian deliver such of the Bullion held by it as is requested of it to any other Custodian or appointment such substitute or additional custodian or custodians directed by the Sponsor. In connection with such delivery the Trustee will, solely if and in the manner directed by the Sponsor, cause the Bullion to be weighed or assayed and any such weighing and assay shall be an expense of the Trust pursuant to Section 4.7(a)(ii) hereof. The Trustee shall have no liability for any delivery of Bullion or weighing or assaying of delivered Bullion directed by the Sponsor pursuant to the preceding provisions of this paragraph and in the absence of such direction shall have no obligation to effect such a delivery or to cause the delivered Bullion to be weighed, assayed or otherwise validated. Each such substitute or additional Custodianscustodian shall, forthwith upon its appointment, enter into a Custody Agreement in form and substance approved by the Depositary Sponsor. (b) The Trustee shall have no obligation to monitor the activities of any Custodian other than to receive and review such reports of the Bullion held for the Trust by such Custodian and of transactions in Bullion held for the account of the Trust made by such Custodian pursuant to the Custody Agreements. The accounts and operations of each Custodian shall be audited or examined by accountants or other inspectors selected by the Sponsor at its own expense give notice such times as directed by the Sponsor as permitted by the Custody Agreements. In no event shall the Trustee be liable for (i) any loss or damage resulting from the actions or omissions of any Custodian or loss or damage to the Bullion while in the possession of, or in transit to or from, any Custodian, (ii) the amount, validity or adequacy of insurance maintained by any Custodian, (iii) any defect in Bullion held by a Custodian, (iv) any failure of Bullion to conform to the requirements of “good delivery” under the rules of the LBMA or the LPPM, as applicable, or (v) any failure of Bullion to conform to a description thereof in writing provided by the Custodian to all Holders. the Trustee. (c) Upon the appointment of any successor depositary Trustee hereunder, any each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Trustee and the appointment of such successor depositary Trustee shall in no way impair the authority of each Custodian hereunder; but the successor depositary Trustee so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryTrustee.

Appears in 1 contract

Sources: Depositary Trust Agreement (ETFS Precious Metals Basket Trust)

The Custodian. The Depositary, after consultation upon the written request or with the written approval of the Company, shall may from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially Each Custodian so appointed Korea Securities Depository as custodian (other than Deutsche Bank Trust Company Americas) shall give notice in writing to the Company and agent of the Depositary for accepting such appointment and agreeing to be bound by the purpose of this Deposit Agreementapplicable terms hereof. The Any Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a Any Custodian may resign from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian hereunder, delivered to the Depositary shall, promptly after receiving at least 30 days prior to the date on which such resignation is to become effective. The Depositary may discharge any Custodian at any time upon notice and after consultation with the Company, appoint a substitute custodian which shall thereafter be to the Custodian hereunderbeing discharged. Such resignation Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities held by it to a Custodian continuing to act upon the instruction of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointmentDepositary. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon any change of Custodian or appointment of additional Custodians, the Depositary shall at its own expense give notice thereof in writing to all HoldersHolders of the name and location of the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Alpha Bank Ae /Fi)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Banco Itau S.A., as custodian and agent of the Depositary for the purpose of this Rule 144A Deposit Agreement. The Depositary may appoint one or more additional or substitute Custodians hereunder. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the Depositary receives a notice of the resignation of the Custodian resigns or is discharged from its duties hereunder with respect to any Rule 144A Deposited Securities and upon effectiveness of such resignation there would be no other Custodian has previously been appointed hereunder, the Depositary shall, shall promptly after receiving such notice and after consultation with the Company, appoint a substitute custodian which shall thereafter be that is authorized to act as custodian under the Custodian hereunder. Such resignation laws of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointmentBrazil. The Depositary shall require such resigning or discharged Custodian to deliver all Rule 144A Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Rule 144A Deposited Securities as the Depositary may request, to the substitute custodian designated by the Depositary. Whenever the Depositary determines, after consultation with the Companyin its discretion, when that it reasonably appears to be in the best interest of the Holders is appropriate to do so, it may discharge the Custodian with respect to any Rule 144A Deposited Securities and appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunderhereunder with respect to the Rule 144A Deposited Securities. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to all HoldersHolders of Rule 144A GDRs, each other Custodian and the Company. Upon the appointment of any successor depositary hereunderdepositary, any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Rule 144A Deposited Securities without any further act or writing, and shall be subject to the agent hereunder direction of such the successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the depositary. The successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.

Appears in 1 contract

Sources: Rule 144a Deposit Agreement (Gafisa S.A.)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The A Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a Any Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian approved by the Company, which approval shall not be unreasonably withheld, which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when discretion determines that it reasonably appears to be is in the best interest of the Holders of Receipts to do so, it may appoint a substitute or an additional custodiancustodian approved by the Company, (which approval shall not be unreasonably withheld), which shall thereafter be a the Custodian hereunder, and upon demand of the Depositary the predecessor custodian shall deliver the Deposited Securities held by it to such substitute custodian and such other books and records maintained by such predecessor with respect to its function as the Custodian hereunder. Each such substitute custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to the Company and all HoldersHolders of Receipts. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Amer Sports Corp /Fi)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Citibank (London) as custodian Custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. If the Depositary receives a Any Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If, upon such resignation, there would shall be no Custodian custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary determines, in its acceptance of such appointment. The Depositarydiscretion, after consultation with the Company, when that it reasonably appears to be is in the best interest of the Holders to do so, it may appoint an additional custodian, or discharge the Custodian and appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Upon demand of the Depositary, any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary forthwith upon its appointment, an acceptance of such appointment and agreement to be bound by the terms hereof, satisfactory in form and substance to the Depositary and the Company. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to all HoldersHolders and each other Custodian. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Waste Management Inc)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Citibank Mexico S.A., as custodian and agent Custodian of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least 60 days prior to the date on which such resignation is to become effective. If upon receipt of such notice of resignation there would shall be no other Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian Custodian approved by the Company, such approval not to be unreasonably withheld, that is organized under the laws of the United Mexican States which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary determines, in its acceptance of such appointment. The Depositarydiscretion, after consultation with the Company, when that it reasonably appears to be is in the best interest of the Holders to do so, the Depositary may discharge any Custodian and appoint a substitute or or, if permitted by Mexican and other applicable law, an additional custodianCustodian, which who shall thereafter be a Custodian hereunder. Immediately Forthwith upon its appointment, each such substitute or additional Custodian shall deliver to the Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary. Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities held by it to a Custodian continuing to act upon the instruction of the Depositary. The Depositary shall, immediately upon any change of Custodian or appointment of additional Custodiansin Custodian, the Depositary shall at its own expense give notice thereof in writing to all HoldersHolders of the name, location and the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary Depositary hereunder, any Custodian then acting hereunder shall forthwith become, become without any further act or writing, the agent hereunder of such successor depositary Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of each any Custodian hereunder; , but the successor depositary Depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

Sources: Deposit Agreement (Grupo TMM Sab)

The Custodian. The Depositary, after consultation upon the written request or with the written approval of the Company, shall may from time to time appoint one or more agents agents, as permitted by Venezuelan law and any other applicable laws or regulations, to act for it as Custodian hereunder. The Depositary has initially Each Custodian so appointed Korea Securities Depository as custodian (other than ▇▇▇▇▇▇ Guaranty Trust Company of New York) shall give notice in writing to the Company and agent of the Depositary for accepting such appointment and agreeing to be bound by the purpose of this Deposit Agreementapplicable terms hereof. The Any Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a Any Custodian may resign from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian hereunder, delivered to the Depositary shall, promptly after receiving at least 30 days prior to the date on which such resignation is to become effective. The Depositary may discharge any Custodian at any time upon notice and after consultation with the Company, appoint a substitute custodian which shall thereafter be to the Custodian hereunderbeing discharged. Such resignation Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities held by it to a Custodian continuing to act upon the instruction of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointmentDepositary. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon any change of Custodian or appointment of additional Custodians, the Depositary shall at its own expense give notice thereof in writing to all HoldersHolders of the name and location of the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Corimon C A)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository the Edinburgh office of State Street Bank & Trust Company as custodian Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and may be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary, after consultation with or custodians approved by the Company, when it reasonably appears to which approval will not be in the best interest unreasonably withheld or delayed, each of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Holders of Receipts to do so, it may appoint a substitute or an additional custodian approved by the Company, whose approval shall not be unreasonably withheld or delayed. Upon demand of the Depositary, any change previous Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or appointment of to such substitute or additional Custodians, custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary shall at forthwith upon its own expense give notice thereof appointment an acceptance of such appointment satisfactory in writing form and substance to all Holdersthe Depositary. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Signet Group PLC)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository the Bank of Ireland as custodian Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian hereunder, delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian custodian, which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when discretion determines that it reasonably appears to be is in the best interest of the Holders of Receipts to do so, it may appoint a substitute or an additional custodian, which shall thereafter be a the Custodian hereunder, and upon demand of the Depositary the previous Custodian shall deliver the Deposited Securities held by it to such substitute custodian. Each such substitute custodian shall deliver to the Depositary forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to all HoldersHolders of Receipts. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Elan Corp PLC)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Citibank, N. A. Bombay as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by 30 days' prior written notice of its election to do so delivered to the Depositary; such resignation to take effect upon the appointment of the a successor Custodian and upon effectiveness its acceptance of such appointment as hereinafter provided. If upon the delivery of such notice of resignation there would shall be no Custodian hereunderacting hereunder other than the Custodian delivering the notice, the Depositary shall, promptly after receiving such notice and after consultation with the Company, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Forthwith upon its appointment, each such substitute or additional custodian shall deliver to the Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary and to the Company. Immediately upon any change of Custodian or appointment of additional Custodianschange, the Depositary shall at its own expense give notice thereof in writing to all Holders. Upon demand of the Depositary, any Custodian shall deliver such of the Deposited Securities as are requested of it to any other Custodian together with all records maintained by it as Custodian with respect to such Deposited Securities. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Rule 144a Deposit Agreement (Citibank,N.A./ADR)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository State Street Bank and Trust Company as custodian Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If and the Depositary receives a notice of the resignation of undertakes to procure compliance by the Custodian with the applicable provisions of this Deposit Agreement. The Custodian may resign and upon effectiveness be discharged from its duties hereunder by notice of such resignation there would be no Custodian hereunder, delivered to the Depositary at least ninety (90) days prior to the date on which such resignation is to become effective. The Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian upon prior notification to the Company, which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when discretion determines that it reasonably appears to be is in the best interest of the Holders to do so, it may appoint a substitute or an additional custodiancustodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be a the Custodian hereunder, and upon demand of the Depositary the previous Custodian shall deliver the Deposited Securities held by it to such substitute custodian. Each such substitute custodian shall deliver to the Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary and the Company. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to all Holders. Upon the appointment of any successor depositary Depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

Sources: Deposit Agreement (Scottish & Southern Energy PLC /Fi)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Credit Lyonnais (Paris) as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian hereunder, delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary shall, promptly after receiving such notice and notice, appoint a substitute custodian, after consultation with the Company, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary determines, in its acceptance of such appointment. The Depositarydiscretion, after consultation with the Company, when that it reasonably appears to be is in the best interest of the Holders and Beneficial Owners of Receipts to do so, it may appoint a substitute or an additional custodian, after consultation with the Company, which shall thereafter be a Custodian hereunder. Upon demand of the Depositary, the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to all HoldersHolders of Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Groupe Danone)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The A Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a Any Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian custodian, which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when discretion determines that it reasonably appears to be is in the best interest of the Holders of Receipts to do so, it may appoint a substitute or an additional custodian, which shall thereafter be a the Custodian hereunder, and upon demand of the Depositary the predecessor custodian shall deliver the Deposited Securities held by it to such substitute custodian and such other books and records maintained by such predecessor with respect to its function as the Custodian hereunder. Each such substitute custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to the Company and all HoldersHolders of Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Sandvik Ab /Fi)

The Custodian. The Depositary, after consultation upon the written request or with the written approval of the Company, shall may from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially Each Custodian so appointed Korea Securities Depository as custodian (other than JPMorgan Chase Bank) shall give notice in writing to the Company and agent of the Depositary for accepting such appointment and agreeing to be bound by the purpose of this Deposit Agreementapplicable terms hereof. The Any Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a Any Custodian may resign from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian hereunder, delivered to the Depositary shall, promptly after receiving at least 30 days prior to the date on which such resignation is to become effective. The Depositary may discharge any at any time upon notice and after consultation with the Company, appoint a substitute custodian which shall thereafter be to the Custodian hereunderbeing discharged. Such resignation Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities held by it to a Custodian continuing to act upon the instruction of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointmentDepositary. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon any change of Custodian or appointment of additional Custodians, the Depositary shall at its own expense give notice thereof in writing to all HoldersHolders of the appointment of and the name and location of any Custodian not named in the Receipts. Upon the appointment of any successor depositary Depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

Sources: Deposit Agreement (Marks & Spencer Group p.l.c.)

The Custodian. (a) The DepositaryBank hereby appoints the Custodian as agent and bailee for the Bank on the terms and conditions of this Revenue Bond Pledge Agreement, after consultation and the Custodian hereby accepts such appointment and agrees with the CompanyBank to act as agent without compensation separate from that provided to the Custodian, in its capacity as Tender Agent, pursuant to the Indenture. (b) The duties of the Custodian as agent under this Revenue Bond Pledge Agreement shall be limited to those duties expressly set forth herein and the following: (i) the Custodian shall hold (either directly or as a direct participant of DTC) in trust for the Bank all Company Bonds purchased by the Custodian, in its capacity as Tender Agent, with drawings under the Letter of Credit pursuant to Section 2.02(a) of the Indenture, all proceeds thereof and all other amounts held by the Custodian and payable to the Bank by the Tender Agent pursuant to the Indenture; (ii) upon the remarketing of Company Bonds, the Custodian shall deliver or cause to be delivered to the Bank the proceeds of such remarketing and all other amounts received by the Custodian and payable to the Bank by the Tender Agent pursuant to the Indenture; and (iii) the Custodian shall comply with any notice, request or instruction of the Bank with respect to the Company Bonds, subject to paragraph 5 hereof, without the further consent of the Pledgor such that the Bank shall be deemed to have “control” of the Company Bonds as “security entitlements” within the meaning of UCC Article 8. (c) The Custodian shall not pledge, hypothecate, transfer or release all or any part of the Collateral to any other Person or in any manner not in accordance with this Revenue Bond Pledge Agreement without the prior written consent of the Bank. (d) The Custodian shall transfer the benefits or obligations of this Revenue Bond Pledge Agreement or the Indenture only with the prior written consent of the Bank and only if any such transferee shall have agreed in writing to be bound by the terms and conditions of this Revenue Bond Pledge Agreement and the Indenture. Notwithstanding the preceding sentence, any corporation, association or other entity into which the Custodian may be converted or merged, or with which it may be consolidated, or to which it may sell or otherwise transfer all or substantially all of its corporate trust assets and business or any corporation, association or other entity resulting from any such conversion, sale, merger, consolidation or other transfer to which it is a party, ipso facto, shall from time to time appoint one or more agents to act for it as be and become successor Custodian hereunder, vested with all other matters as was its predecessor, without the execution or filing of any instrument or consent or any further act on the part of the parties hereto. (e) The Custodian may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees. (f) The Custodian may resign and be discharged from its duties hereunder at any time by giving thirty (30) calendar days’ prior written notice of such resignation to the Pledgor and the Bank. The Depositary has initially appointed Korea Securities Depository as custodian Pledgor and agent of the Depositary for Bank, acting jointly, may remove the purpose of this Deposit AgreementCustodian at any time by giving thirty (30) calendar days’ prior written notice to the Custodian. The Upon such notice, a successor Custodian in acting hereunder shall be subject at all times jointly appointed by the Pledgor and in all respects the Bank who shall provide written notice of such to the direction of resigning Custodian. Such successor Custodian shall become the Depositary and shall be responsible solely to itCustodian hereunder upon the resignation or removal date specified in such notice. If the Depositary receives Pledgor and the Bank are unable to agree upon a notice of the resignation of successor Custodian within thirty (30) days after such notice, the Custodian and upon effectiveness of such resignation there would be no Custodian hereundermay, the Depositary shallin its sole discretion, promptly after receiving such notice and after consultation with the Company, appoint a substitute custodian which shall thereafter be deliver any Collateral then held by the Custodian hereunder. Such resignation to the Bank at the address provided herein or may apply to a court of the Custodian shall take effect upon competent jurisdiction for the appointment of a successor custodian Custodian or for other appropriate relief. Upon receipt of the identity of the successor Custodian, the Custodian shall deliver the Collateral then held hereunder to the successor Custodian. Upon its resignation and its acceptance delivery of such appointment. The Depositarythe Collateral as set forth in this subsection (f), after consultation the Custodian shall be discharged of and from any and all further obligations arising in connection with the CompanyCollateral or this Revenue Bond Pledge Agreement. Notwithstanding the foregoing provisions of this subsection (f), when it reasonably appears to the Custodian may resign or be removed only in conjunction with the best interest resignation or removal of the Holders Tender Agent pursuant to do sothe Indenture, may appoint a substitute or an additional custodian, which and any successor Tender Agent appointed pursuant to the Indenture shall thereafter be a appointed as Custodian hereunder. Immediately upon any change of Custodian or appointment of additional Custodians, the Depositary shall at its own expense give notice thereof in writing to all Holders. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Credit Agreement (Unisource Energy Corp)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository its principal London office as custodian Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian hereunder, delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian Custodian, which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when discretion determines that it reasonably appears to be is in the best interest of the Holders of Receipts to do so, it may appoint a substitute or an additional subsitute custodian, which shall thereafter be a the Custodian hereunderhereunder and upon demand of the Depositary the previous Custodian shall deliver the Deposited Securities held by it to such substitute custodian. Each such substitute Custodian shall deliver to the Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to all HoldersHolders of Receipts. Upon the appointment of any successor succssor depositary hereunderbereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; hereunder but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority authortcy as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Huntingdon Life Sciences Group PLC)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Banco Inbursa S.A., as custodian Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to itit and shall have no obligations to any Owners or Beneficial Owners. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. If upon such resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian which shall thereafter be or custodians approved by the Custodian hereunder. Such resignation of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of Company (such appointment. The Depositary, after consultation with the Company, when it reasonably appears approval not to be in the best interest unreasonably withheld), each of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon The Depositary in its discretion may appoint a substitute or additional custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any change Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment of additional Custodians, satisfactory in form and substance to the Depositary shall at its own expense give notice thereof in writing to all HoldersDepositary. Upon the appointment of any successor depositary Depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

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

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary depositary has initially appointed Korea Securities Depository Citibank, N.A. (Bombay Branch) as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by 30 days' prior notice of its election to do so delivered to the Depositary; such resignation to take effect upon the appointment of the a successor Custodian and upon effectiveness its acceptance of such appointment as hereinafter provided. If upon such notice of resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders Holder to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Forthwith upon its appointment, each such substitute or additional custodian shall deliver to the Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any change of Custodian or appointment of additional Custodianschange, the Depositary shall at its own expense give notice thereof in writing to all Holders. Upon demand of the Depositary, any Custodian shall deliver such of the Deposited Securities as are requested of it to any other Custodian together with all records maintained by it as Custodian with respect to such Deposited Securities. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

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

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder or its successor shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian custodian, which shall thereafter be the Custodian hereunder. Such resignation of The Depositary may discharge the Custodian shall take effect any time upon notice to the appointment of a successor custodian and Custodian being discharged. Whenever the Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when discretion determines that it reasonably appears to be is in the best interest of the Holders Owners to do so, it may appoint a substitute or an additional custodian, which shall thereafter be a the Custodian hereunder. Immediately upon any change Upon demand of Custodian or appointment of additional Custodiansthe Depositary, the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to the substitute custodian. The substitute custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. The Depositary agrees with the Company that at no time shall at its own expense give notice thereof there be more than one Custodian acting in writing to all Holdersconnection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

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

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository its principal London office as custodian Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to itit and the Depositary undertakes to procure compliance by the Custodian with the applicable provisions of this Deposit Agreement. The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. The Depositary shall,If the Depositary receives a notice of the resignation of that the Custodian and upon effectiveness of such resignation there would be no Custodian hereunderwill resign or for any reason will cease to act as such, the Depositary shall, as promptly as practicable after receiving such notice and after consultation with the Companysuchthat notice, appoint a substitute custodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when discretion determines that it reasonably appears to be is in the best interest of the Holders to do so, it may appoint a substitute or an additional custodiancustodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be a the Custodian hereunder, and upon demand of the Depositary the previous Custodian shall deliver the Deposited Securities held by it to such substitute custodian. Each such substitute custodian shall deliver to the Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary and the Company. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to all Holders. Upon the appointment of any successor depositary Depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

Sources: Deposit Agreement (International Power PLC)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository the Offenbach office of BHF-Bank AG as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The A Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a Any Custodian may resign and be discharged from its duties hereunder by written notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there would shall be no Custodian acting hereunder, the Depositary shallshall with the prior written consent of the Company, promptly after receiving such notice and after consultation with the Company, appoint a substitute custodian that is organized under the laws of Germany which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when reasonable discretion determines that it reasonably appears to be is in the best interest of the Holders Owners to do so, it may discharge any Custodian hereunder and, with the prior written consent of the Company, appoint a substitute custodian or an appoint one or more additional custodiancustodians, each of which shall thereafter be a Custodian hereunder. Any Custodian ceasing to act as Custodian hereunder shall deliver all Deposited Securities held by it and all other books and records maintained by it with respect to its function as a Custodian hereunder to a Custodian continuing to act upon the instruction of the Depositary. Each substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to the Company, to all HoldersOwners and to each other Custodian of the name, the address and the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary Depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

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

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Société Générale as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian hereunder, delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary shall, promptly after receiving such notice and notice, appoint a substitute custodian, after consultation with the Company, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary, Depositary after consultation with the Company, when Company determines that it reasonably appears to be is in the best interest of the Holders of Receipts to do so, it may appoint a substitute or an additional custodian, custodian which shall thereafter be a Custodian hereunder. Upon demand of the Depositary, the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or Custodians. Each such substitute or additional custodian shall deliver to the Depositary and the Company forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Company. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to all HoldersHolders of Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Aventis)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Skandinaviska Enskilda Banken and Svenska Handelsbanken as custodian Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a Any Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian hereunderdelivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. Promptly after receiving such notice, the Depositary shallwill, promptly after receiving such notice and after consultation with the Companyif needed, appoint a substitute custodian or additional custodian, so that there will at all times be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Holders of Receipts to do so, it may appoint a substitute or additional custodian, which shall thereafter be the Custodian hereunder. Such resignation , and upon demand of the Depositary any previous Custodian shall take effect deliver the Deposited Securities held by it to a substitute Custodian designated by the Depositary. Each such substitute or additional custodian shall deliver to the Depositary forthwith upon the appointment of a successor custodian and its appointment, an acceptance of such appointment. The appointment satisfactory in form and substance to the Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to all HoldersHolders of Receipts. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Aktiebolaget Electrolux)

The Custodian. The Depositary, after consultation upon written request or with the written approval of the Company, shall may from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially Each Custodian so appointed Korea Securities Depository as custodian (other than an office of JPMorgan Chase Bank) shall give notice in writing to the Company and agent of the Depositary for accepting such appointment and agreeing to be bound by the purpose of this Deposit Agreementapplicable terms hereof. The Any Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a Any Custodian may resign from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian hereunder, delivered to the Depositary shall, promptly after receiving at least 30 days prior to the date on which such resignation is to become effective. The Depositary may discharge any Custodian at any time upon notice and after consultation with the Company, appoint a substitute custodian which shall thereafter be to the Custodian hereunderbeing discharged. Such resignation Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities held by it to a Custodian continuing to act upon the instruction of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointmentDepositary. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon any change of Custodian or appointment of additional Custodians, the Depositary shall at its own expense give notice thereof in writing to all HoldersHolders of the name and location of the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Ing Groep Nv)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Citibank, N. A. Bombay as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by 30 days' prior notice of its election to do so delivered to the Depositary; such resignation to take effect upon the appointment of the a successor Custodian and upon effectiveness its acceptance of such appointment as hereinafter provided. If upon the delivery of such notice of resignation there would shall be no Custodian hereunderacting hereunder other than the Custodian delivering the notice, the Depositary shall, promptly after receiving such notice and after consultation with the Company, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Forthwith upon its appointment, each such substitute or additional custodian shall deliver to the Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary and to the Company. Immediately upon any change of Custodian or appointment of additional Custodianschange, the Depositary shall at its own expense give notice thereof in writing to all Holders. Upon demand of the Depositary, any Custodian shall deliver such of the Deposited Securities as are requested of it to any other Custodian together with all records maintained by it as Custodian with respect to such Deposited Securities. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Rule 144a Deposit Agreement (Tata Motors LTD/Fi)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder or its successor shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by written notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least 60 days prior to the date on which such resignation is to become effective. If upon such resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian custodian, which shall thereafter be the Custodian hereunder. Such resignation of The Depositary may discharge the Custodian shall take effect any time upon notice to the appointment of a successor custodian and Custodian being discharged. Whenever the Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when discretion determines that it reasonably appears to be is in the best interest of the Holders Owners to do so, it may appoint a substitute or an additional custodian, which shall thereafter be a the Custodian hereunder. Immediately upon any change Upon demand of Custodian or appointment of additional Custodiansthe Depositary, the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to the substitute custodian. The substitute custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. The Depositary agrees with the Company that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. The Depositary shall at its own expense give notice thereof as promptly as practicable in writing to all Holdersthe Company of the name, location and the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Cyrela Commercial Properties S.A.)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian custodian, which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when discretion determines that it reasonably appears to be is in the best interest of the Holders Owners to do so, it may appoint a substitute or an additional custodian, which shall thereafter be a the Custodian hereunder. Immediately upon any change Upon demand of Custodian or appointment of additional Custodians, the Depositary the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to such substitute custodian. The substitute custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. The Depositary agrees with the Issuer that at its own expense give notice thereof no time shall there be more than one Custodian acting in writing to all Holdersconnection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Parana Bank S.A.)

The Custodian. The Depositary, after consultation upon the written request or with the written approval of the Company, shall may from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially Each Custodian so appointed Korea Securities Depository as custodian and agent of (other than the Depositary for or an affiliate thereof) shall give notice in writing to the purpose of this Deposit AgreementCompany and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. The Any Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a Any Custodian may resign from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian hereunder, delivered to the Depositary shall, promptly after receiving at least 30 days prior to the date on which such resignation is to become effective. The Depositary may discharge any Custodian at any time upon notice and after consultation with the Company, appoint a substitute custodian which shall thereafter be to the Custodian hereunderbeing discharged. Such resignation Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities held by it to a Custodian continuing to act upon the instruction of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointmentDepositary. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon any change of Custodian or appointment of additional Custodians, the Depositary shall at its own expense give notice thereof in writing to all HoldersHolders of the name and location of the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Bp PLC)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Banco Itaú S.A., as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least sixty (60) days prior to the date on which such resignation is to become effective. If upon such notice of resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian that is organized under the laws of Brazil which shall thereafter be the Custodian hereunder. Such resignation of The Depositary may discharge any Custodian at any time upon notice to the Custodian shall take effect upon the appointment of a successor custodian being discharged and its acceptance of such appointment. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which who shall thereafter be a Custodian hereunder. Immediately Forthwith upon any change of Custodian its appointment, each such substitute or appointment of additional Custodians, custodian shall deliver to the Depositary and the Company an acceptance of such appointment satisfactory in form and substance to the Depositary. Any Custodian ceasing to act hereunder as Custodian shall at its own expense deliver all Deposited Securities held by it to a Custodian continuing to act upon the instruction of the Depositary. The Depositary shall give notice thereof in writing to all HoldersHolders of the name, location and the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Rossi Residencial S a /Fi)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository ("KSD") as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. If the Depositary receives a notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders determines that it is appropriate to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon any change of Custodian or appointment of additional Custodians, the Depositary shall at its own expense give notice thereof in writing to all Holders. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Regulation S Deposit Agreement (KB Financial Group Inc.)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository each of Skandinaviska Enskilda Banken and Svenska Handelsbanken as custodian Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. The Each Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a Each Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian hereunder, delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian custodian, which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when discretion determines that it reasonably appears to be is in the best interest of the Holders of Receipts to do so, it may appoint ap­point a substitute or an additional custodian, which shall thereafter there­after be a Custodian hereunder, and upon demand of the Depositary the previous Custodian shall deliver the Deposited Securities held by it to such substitute custodian. Each such substitute custo­dian shall deliver to the Depositary forthwith upon its appointment an acceptance of such appointment satisfac­tory in form and substance to the Depositary. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing writ­ing to all HoldersHolders of Receipts. The Depositary may discharge or appoint any Custo­dian only after consultation with the Company. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without with­out any further act or writing, the agent hereunder of such successor suc­cessor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Svenska Cellulosa Aktiebolagot Sca /Fi)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary depositary has initially appointed Korea Securities Depository Citibank, N.A. (Bombay Branch) as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by 30 days' prior notice of its election to do so delivered to the Depositary; such resignation to take effect upon the appointment of the Custodian a successor C▇▇▇▇▇▇▇▇ and upon effectiveness its acceptance of such appointment as hereinafter provided. If upon such notice of resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders Holder to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Forthwith upon its appointment, each such substitute or additional custodian shall deliver to the Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any change of Custodian or appointment of additional Custodianschange, the Depositary shall at its own expense give notice thereof in writing to all Holders. Upon demand of the Depositary, any Custodian shall deliver such of the Deposited Securities as are requested of it to any other Custodian together with all records maintained by it as Custodian with respect to such Deposited Securities. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

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

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder or its successor shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by written notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there would shall be no Custodian acting hereunder, the Depositary shall, as promptly as practicable after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian custodian, which shall thereafter be the Custodian hereunder. Such resignation of The Depositary may discharge the Custodian shall take effect any time upon notice to the appointment of a successor custodian and Custodian being discharged. Whenever the Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when reasonable discretion determines that it reasonably appears to be is in the best interest of the Holders Owners to do so, it may appoint a substitute or an additional custodian, which shall thereafter be a the Custodian hereunder. Immediately upon any change of Custodian or appointment of additional CustodiansTo the extent practicable, the Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 20 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary, the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to the substitute custodian. The substitute custodian shall deliver to the Depositary, forthwith upon its own expense appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. The Depositary agrees with the Company that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. The Depositary shall give notice thereof as promptly as practicable in writing to all Holdersthe Company of any change in the Custodian. Upon the appointment of any successor depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Triunfo Holding & Investments)

The Custodian. The Depositary, after consultation upon the written request or with the written approval of the Company, shall may from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially Each Custodian so appointed Korea Securities Depository as custodian and agent of (other than the Depositary for or an affiliate thereof) shall give notice in writing to the purpose of this Deposit AgreementCompany and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. The Any Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a Any Custodian may resign from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian hereunder, delivered to the Depositary shall, promptly after receiving at least 30 days prior to the date on which such resignation is to become effective. The Depositary may discharge any Custodian at any time upon notice and after consultation with the Company, appoint a substitute custodian which shall thereafter be to the Custodian hereunderbeing discharged. Such resignation Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities held by it to a Custodian continuing to act upon the instruction of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointmentDepositary. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon any change of Custodian or appointment of additional Custodians, the Depositary shall at its own expense give notice thereof in writing to all HoldersHolders of the name and location of the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the Receipts), subject to the penultimate sentence of Section 5.3 hereof, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of any Custodian other than JPMorgan Chase Bank, N. A. except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. To the extent the Custodian is JPMorgan Chase Bank, N.A. the Depositary shall be responsible for the acts and omissions to act on the part of the Custodian as if the Depositary were acting as Custodian hereunder.

Appears in 1 contract

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

The Custodian. The Depositary, after consultation with the Company, Company shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Citibank, N. A. Bombay as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by 30 days' prior notice of its election to do so delivered to the Depositary; such resignation to take effect upon the appointment of the a successor Custodian and upon effectiveness its acceptance of such appointment as hereinafter provided. If upon the delivery of such notice of resignation there would shall be no Custodian hereunderacting hereunder other than the Custodian delivering the notice, the Depositary shall, promptly after receiving such notice and after consultation with the Company, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Forthwith upon its appointment, each such substitute or additional custodian shall deliver to the Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary and to the Company. Immediately upon any change of Custodian or appointment of additional Custodianschange, the Depositary shall at its own expense give notice thereof in writing to all Holders. Upon demand of the Depositary, any Custodian shall deliver such of the Deposited Securities as are requested of it to any other Custodian together with all records maintained by it as Custodian with respect to such Deposited Securities. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: International Deposit Agreement (Tata Motors LTD/Fi)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Nacional Financiera, S.N.C. as custodian Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If it and the Depositary receives a notice of the resignation of undertakes to procure compliance by the Custodian with the applicable provisions of this Deposit Agreement. The Custodian may resign and upon effectiveness be discharged from its duties hereunder by notice of such resignation there would be no Custodian hereunder, delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. The Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when discretion determines that it reasonably appears to be is in the best interest of the Holders Owners to do so, it may appoint a substitute or an additional custodiancustodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be a the Custodian hereunder, and upon demand of the Depositary the previous Custodian shall deliver the Deposited Securities held by it to such substitute custodian. Each such substitute custodian shall deliver to the Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary and the Company. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to all HoldersOwners. Upon the appointment of any successor depositary Depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

Sources: Deposit Agreement (Tv Azteca Sa De Cv)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Banca Commerciale Italiana S.p.A. as custodian Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If it and the Depositary receives a notice of the resignation of undertakes to procure compliance by the Custodian with the applicable provisions of this Deposit Agreement. The Custodian may resign and upon effectiveness be discharged from its duties hereunder by notice of such resignation there would be no Custodian hereunder, delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. The Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be the Custodian hereunder. Such resignation of the ; provided that such substitute Custodian shall take effect upon be qualified as an intermediary pursuant to the appointment of a successor custodian Decree and the Regulation. Whenever the Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when discretion determines that it reasonably appears to be is in the best interest of the Holders Owners to do so, it may appoint a substitute or an additional custodiancustodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be a the Custodian hereunder, and upon demand of the Depositary the previous Custodian shall deliver the Deposited Securities held by it to such substitute custodian. Each such substitute custodian shall deliver to the Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary and the Company. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to all HoldersOwners. Upon the appointment of any successor depositary Depositarydepositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Depositarydepositary and the appointment of such successor depositary Depositarydepositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary Depositarydepositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositarydepositary.

Appears in 1 contract

Sources: Deposit Agreement (Ducati Motor Holding Spa)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Citibank, N.A., Taipei Branch, as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. If the Depositary receives a The Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least sixty (60) days prior to the date on which such resignation is to become effective. If upon such notice of resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and notice, after consultation with the Company, appoint a substitute custodian that is organized under the laws of the ROC which shall thereafter be the Custodian hereunder. Such resignation of The Depositary may discharge any Custodian at any time upon notice to the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositarybeing discharged and, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which who shall thereafter be a Custodian hereunder. Immediately Forthwith upon any change of Custodian its appointment, each such substitute or appointment of additional Custodians, custodian shall deliver to the Depositary and the Company an acceptance of such appointment satisfactory in form and substance to the Depositary and the Company. Any Custodian ceasing to act hereunder as Custodian shall at its own expense deliver all Deposited Securities held by it to a Custodian continuing to act upon the instruction of the Depositary. The Depositary shall give notice thereof in writing to all Holdersregistered Holders of the name, location and the appointment of any successor Custodian. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Taiwan Semiconductor Manufacturing Co LTD)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Banco Santander - Chile as custodian and agent of the Depositary for the purpose of this the Deposit Agreement. The A Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a Any Custodian may resign and be discharged from its duties hereunder by notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective, and the Depositary shall provide the Company prompt notice of any such resignation. If upon such resignation there would shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian or custodians, which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when discretion determines that it reasonably appears to be is in the best interest of the Holders to do so, it may appoint a substitute or an additional custodian, which shall thereafter be a the Custodian hereunder, and upon demand of the Depositary the predecessor custodian shall deliver the Deposited Securities held by it to such substitute custodian and such other books and records maintained by such predecessor with respect to its function as the Custodian hereunder. Each such substitute custodian shall deliver to the Depositary and the Company, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to the Company and all HoldersHolders of ADSs. Citibank, N.A. may at any time act as Custodian of the Deposited Securities pursuant to the Deposit Agreement, in which case any reference to Custodian shall mean Citibank, N.A. solely in its capacity as Custodian pursuant to the Deposit Agreement. The Depositary shall give prompt notice to the Company of its acting as Custodian pursuant to the Deposit Agreement but shall not be obligated to give notice to any Holders of ADSs or other Custodian. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

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

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository the Frankfurt/Main offices of Dresdner Bank AG and Deutsche Bank AG as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The A Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If the Depositary receives a Any Custodian may resign and be discharged from its duties hereunder by written notice of the resignation of the Custodian and upon effectiveness of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there would shall be no Custodian acting hereunder, the Depositary shallshall with the prior written consent of the Company, promptly after receiving such notice and after consultation with the Company, appoint a substitute custodian that is organized under the laws of Germany which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when reasonable discretion determines that it reasonably appears to be is in the best interest of the Holders to do so, it may discharge any Custodian hereunder and, with the prior written consent of the Company, appoint a substitute custodian or an appoint one or more additional custodiancustodians, each of which shall thereafter be a Custodian hereunder. Any Custodian ceasing to act as Custodian hereunder shall deliver all Deposited Securities held by it and all other books and records maintained by it with respect to its function as a Custodian hereunder to a Custodian continuing to act upon the instruction of the Depositary. Each substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to the Company, to all HoldersHolders and to each other Custodian of the name, the address and the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary Depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.be

Appears in 1 contract

Sources: Deposit Agreement (Basf Aktiengesellschaft /Fa/)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. If the Depositary receives a notice of the resignation of the Custodian and upon effectiveness of such resignation there would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice and after consultation with the Company, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon any change of Custodian or appointment of additional Custodians, the Depositary shall at its own expense give notice thereof in writing to all Holders. Upon the appointment of any successor depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

Appears in 1 contract

Sources: Deposit Agreement (Sk Telecom Co LTD)

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository Grupo Financiero BBVA Bancomer S.A. as custodian Custodian and agent of the Depositary for the purpose purposes of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If it and the Depositary receives a notice of the resignation of undertakes to procure compliance by the Custodian with the applicable provisions of this Deposit Agreement. The Custodian may resign and upon effectiveness be discharged from its duties hereunder by notice of such resignation there would be no Custodian hereunder, delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. The Depositary shall, promptly after receiving such notice and after consultation with the Companynotice, appoint a substitute custodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be the Custodian hereunder. Such resignation of Whenever the Custodian shall take effect upon the appointment of a successor custodian and Depositary in its acceptance of such appointment. The Depositary, after consultation with the Company, when discretion determines that it reasonably appears to be is in the best interest of the Holders to do so, it may appoint a substitute or an additional custodiancustodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be a the Custodian hereunder, and upon demand of the Depositary the previous Custodian shall deliver the Deposited Securities held by it to such substitute custodian. Each such substitute custodian shall deliver to the Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary and the Company. Immediately upon any change of Custodian or appointment of additional Custodianssuch change, the Depositary shall at its own expense give notice thereof in writing to all Holders. Upon the appointment of any successor depositary Depositary hereunder, any the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

Sources: Deposit Agreement (Ica Corp)

The Custodian. The DepositaryDepositary may, after consultation with the CompanyCompany if practicable, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially Each Custodian so appointed Korea Securities Depository as custodian (other than Deutsche Bank AG) shall give notice in writing to the Company and agent of the Depositary for accepting such appointment and agreeing to be bound by the purpose of this Deposit Agreementapplicable terms hereof. The Any Custodian in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary and shall be responsible solely to it. If it and the Depositary receives a notice of the resignation of undertakes to procure compliance by the Custodian and upon effectiveness with the applicable provisions of this Deposit Agreement. Any Custodian may resign from its duties hereunder by notice of such resignation there would be delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged. If following such resignation or discharge no Custodian hereunderexists, the Depositary shall, promptly after receiving such notice and after consultation with the CompanyCompany if practicable, promptly after receiving notice of resignation or after delivering notice of discharge appoint with due care a substitute custodian which Custodian and such substitute Custodian shall thereafter be the Custodian hereunder. Such resignation Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities held by it to a Custodian continuing to act upon the instruction of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointmentDepositary. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Immediately upon any change of Custodian or appointment of additional Custodians, the Depositary shall at its own expense give notice thereof in writing to all HoldersHolders of the appointment of and the name and location of any Custodian not named in the Receipts. Upon the appointment of any successor depositary Depositary hereunder, any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

Appears in 1 contract

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