The Depositary and the Company. 16
Section 5.01 Maintenance of Offices, Agencies and Transfer Books by the Depositary and the Registrar. 16
Section 5.02 Prevention or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Company. 16
Section 5.03 Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Company. 17
Section 5.04 Resignation and Removal of the Depositary; Appointment of Successor Depositary. 20 Section 5.05 Notices, Reports and Documents. 21 Section 5.06 Indemnification by the Company. 22 Section 5.07 Fees, Charges and Expenses. 22 Section 6.01 Amendment. 22 Section 6.02 Termination. 23 Section 7.01 Counterparts. 23 Section 7.02 Exclusive Benefits of Parties. 23 Section 7.03 Invalidity of Provisions. 24 Section 7.04 Notices. 24 Section 7.05 Depositary’s Agents. 25 Section 7.06 Holders of Receipts Are Parties. 25 Section 7.07 Governing Law. 25 Section 7.08 Inspection of Deposit Agreement and Certificate of Designations. 25 Section 7.09 Headings. 25 Section 7.10 Confidentiality. 26 Section 7.11 Further Assurances. 26 Exhibit A – Form of Face of Receipt; Form of Reverse of Receipt Exhibit B – Certificate of Designations DEPOSIT AGREEMENT, dated September 19, 2013, among CITIGROUP INC., a Delaware corporation, COMPUTERSHARE INC., a Delaware Corporation (“Computershare”), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered national association (the “Trust Company”), jointly as Depositary (as hereinafter defined), and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.
The Depositary and the Company. Section 5.1 Maintenance of Office, Agencies, Transfer Books by the Depositary Registrar.
(a) Upon execution of this Deposit Agreement in accordance with its terms, the Depositary shall maintain at its Corporate Trust Office facilities for the execution and delivery, transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement.
(b) The Depositary shall keep books at its Corporate Trust Office for the transfer of Receipts, which books at all reasonable times shall be open for inspection by the Record Holders of Receipts, unless the Company advises the Depositary in a particular instance that such inspection is not for a proper purpose reasonably related to such Person's interest as an owner of Depositary Shares evidenced by the Receipts. The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder.
(c) If the Receipts or the Depositary Shares evidenced thereby or the Preferred Stock represented by such Depositary Shares shall be quoted on the Nasdaq National Market, the Company may, upon consultation with the Depositary, appoint a Registrar for registry of such Receipts or Depositary Shares in accordance with the requirements of the Nasdaq National Market. Such Registrar (which may be the Depositary if so permitted by the requirements of the Nasdaq National Market) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts of such Depositary Shares or such Preferred Stock are listed on one or more stock exchanges, the Depositary will, at the request of the Company, arrange such facilities for the delivery, transfer, surrender and exchange of such Receipts or such Depositary Share or such Preferred Stock as may be required by law or applicable stock exchange regulation.
Section 5.2 Prevention or Delay in Performance by the Depositary, the Depositary's Agents or the Company. Neither the Depositary nor any Depositary's Agent nor the Company shall incur any liability to any holder of any Receipt, if by reason of any provision of any present or future law, or regulation thereunder of the United States of America, or of any other governmental authority or, in the case of the Depositary or the Depositary's Agent, b...
The Depositary and the Company. Maintenance of Offices, Agencies and Transfer Books by the Depositary and the Registrar
The Depositary and the Company. Section 5.1 Maintenance of Depositary’s Office and Receipt Register; Certain Agents of the Depositary; Lists of Holders.
The Depositary and the Company. 11 SECTION 5.01. Maintenance of Office and Transfer Books by the Depositary............................................... 11
The Depositary and the Company. SECTION 5.01. Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books, at its Corporate Trust Office, for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder. If any Receipts or the Depositary Shares evidenced thereby are listed on one or more stock exchanges in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges.
SECTION 5.02. Prevention or Delay in Performance by the Depositary or the Company. Neither the Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Owner or Beneficial Owner if, by reason of any provision of any present or future law or regulation of the United States or any other jurisdiction, or of any governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the Articles of Incorporation or by-laws or similar document of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Company shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or Deposited Securities it is provided shall be done or performed; nor shall the Depositary or the Company or any of their respective directors, employees, agents or affiliates incur an...
The Depositary and the Company. Section 5.1. Maintenance of Offices, Agencies and Transfer Books by the Depositary and the Registrar
Section 5.2. Prevention or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Company
Section 5.3. Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Company
Section 5.4. Resignation and Removal of the Depositary; Appointment of Successor Depositary
Section 5.5. Notices, Reports and Documents
Section 5.6. Indemnification by the Company Section 5.7. Fees, Charges and Expenses
The Depositary and the Company. SECTION 5.01 Maintenance of Offices, Agencies and Transfer Books by the Depositary and the Xxxxxxxxx 00
SECTION 5.02 Prevention or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Company 11
SECTION 5.03 Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Company 12
SECTION 5.04 Resignation and Removal of the Depositary; Appointment of Successor Depositary 14 SECTION 5.05 Notices, Reports and Documents 15 SECTION 5.06 Indemnification by the Company 15 SECTION 5.07 Fees, Charges and Expenses 15 SECTION 5.08 Tax Compliance 15
The Depositary and the Company. SECTION 5.01.
The Depositary and the Company. SECTION 5.1 Maintenance of Offices, Agencies, Transfer Books by the Depositary, the Registrar . . . . . . . . . . . .
SECTION 5.2 Prevention of or Delay in Performance by the Depositary, the Depositary's Agents or the Company . . . . . . . . . . . . . . . . . . . . . . . . .
SECTION 5.3 Obligations of the Depositary, the Depositary's Agents, and the Company . . . . . . . . . . . . . . . . . . .
SECTION 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary . . . . . . . . . . . . . . . . SECTION 5.5
