The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary.
Appears in 10 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Petrojarl Asa), Deposit Agreement (Gafisa S.A.)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance execution and delivery delivery, registration of ADSsissuances, registration of transfers, combination and split-up of ADRs, and the acceptance for surrender of ADS(s) ADRs for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs issuances and transfers of ADRs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSsADRs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs ADRs in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSsADRs. The Registrar may close the transfer books with respect to the ADSsADRs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADRs or the ADSs evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, ADRs and transfers, combinations and split-ups of ADSs andups, if applicable, and to countersign such ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary.
Appears in 6 contracts
Samples: Deposit Agreement (Hanson Building Materials PLC), Deposit Agreement (Imperial Chemical Industries PLC), Deposit Agreement (TDK Corp)
The Depositary the Custodian and the Company. Section SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance execution and delivery delivery, registration, registration of ADSstransfers, combination and split-up of Receipts, the acceptance for surrender of ADS(s) for Receipts and the purpose of Delivery and withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of ADSs Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSsReceipts, provided that such inspection shall not be, to the Depositary’s or the Registrar's ’s knowledge, for the purpose of communicating with Holders of such ADSs Receipts in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSsReceipts. The Registrar Depositary or the Registrar, as applicable, may close the transfer books with respect to the ADSsReceipts, at any time or and from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8Company. If any ADSs Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, Receipts and transfers, combinations and split-ups of ADSs andups, if applicable, and to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so. Each Registrar and co-registrar appointed under this Section 5.1 shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of the Deposit Agreement.
Appears in 5 contracts
Samples: Deposit Agreement, Deposit Agreement, Deposit Agreement (GSX Techedu Inc.)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. The Depositary shall promptly notify the Company of any such removal or appointment.
Appears in 4 contracts
Samples: Deposit Agreement (Focus Media Holding LTD), Deposit Agreement (Focus Media Holding LTD), Deposit Agreement (Focus Media Holding LTD)
The Depositary the Custodian and the Company. Section SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance execution and delivery delivery, registration, registration of ADSstransfers, combination and split-up of Receipts, the acceptance for surrender of ADS(s) for Receipts and the purpose of delivery and withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of ADSs Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSsReceipts, provided that such inspection shall not be, to the Depositary's or the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs Receipts in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSsReceipts. The Registrar Depositary or the Registrar, as applicable, may close the transfer books with respect to the ADSsReceipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8. If any ADSs Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, Receipts and transfers, combinations and split-ups of ADSs andups, if applicable, and to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and (ii) upon the reasonable request of the Depositary, the Company shall provide the Depositary such information and assistance as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do so.
Appears in 4 contracts
Samples: Deposit Agreement (Babcock & Brown Air LTD), Deposit Agreement (Genesis Lease LTD), Deposit Agreement (China Distance Education Holdings LTD)
The Depositary the Custodian and the Company. Section 5.1 SECTION 5.1. Maintenance of Office and Transfer Books by the Registrar. Until --------------------------------------------------------- termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance execution and delivery delivery, registration, registration of ADSstransfers, combination and split-up of Receipts, the acceptance for surrender of ADS(s) Receipts for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs issuances and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSsReceipts, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs Receipts in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSsReceipts. The Registrar may close the transfer books with respect to the ADSsReceipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADSs Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, Receipts and transfers, combinations and split-ups of ADSs andups, if applicable, and to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary.
Appears in 4 contracts
Samples: Deposit Agreement (United Pan Europe Communications Nv), Deposit Agreement (United Pan Europe Communications Nv), Deposit Agreement (United Pan Europe Communications Nv)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. The Depositary shall promptly notify the Company of any such removal or appointment.
Appears in 3 contracts
Samples: Deposit Agreement (ATA Inc.), Deposit Agreement (ATA Inc.), Deposit Agreement (Giant Interactive Group Inc.)
The Depositary the Custodian and the Company. Section SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Depositary or if a Registrar for the Receipts shall have been appointed, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance execution and delivery delivery, registration, registration of ADSstransfers, combination and split-up of Receipts, the acceptance for surrender of ADS(s) for Receipts and the purpose of delivery and withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of ADSs Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSsReceipts, provided that such inspection shall not be, to the Depositary’s or the Registrar's ’s knowledge, for the purpose of communicating with Holders of such ADSs Receipts in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSsReceipts. The Registrar Depositary or the Registrar, as applicable, may close the transfer books with respect to the ADSsReceipts, at any time or and from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8Company. If any ADSs Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, Receipts and transfers, combinations and split-ups of ADSs andups, if applicable, and to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary.. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) the Depositary shall be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision of this Deposit Agreement; and
Appears in 3 contracts
Samples: Deposit Agreement, Deposit Agreement, Deposit Agreement
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance execution and delivery delivery, registration of ADSsissuances, registration of transfers, combination and split-up of ADSs (and, if applicable, ADRs), and the acceptance for surrender of ADS(s) ADSs for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of issuances and transfers of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars from among the registrars and co-registrars pre-approved by the Company and named in the schedule attached as Exhibit C hereto for registration of issuances, cancellations, ADSs and transfers, combinations and split-ups of ADS, and to countersign the ADRs evidencing such ADSs and, (if applicable), to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary from among the registrars and co-registrars pre-approved by the Company and named in the schedule attached as Exhibit C hereto.
Appears in 3 contracts
Samples: Deposit Agreement (Nestle Sa), Deposit Agreement (Nestle Sa), Deposit Agreement (Nestle Sa)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, following prior consultation with the Company, appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary following prior consultation with the Company.
Appears in 3 contracts
Samples: Deposit Agreement (Sterlite Industries (India) LTD), Deposit Agreement (Sterlite Industries (India) LTD), Deposit Agreement (Sterlite Industries (India) LTD)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's ’s knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary.
Appears in 3 contracts
Samples: Deposit Agreement (Fibria Celulose S.A.), Deposit Agreement (Votorantim Pulp & Paper Inc), Deposit Agreement (Votorantim Pulp & Paper Inc)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for for, and surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. The Depositary shall promptly as practicable notify the Company of any such removal or appointment.
Appears in 2 contracts
Samples: Deposit Agreement (Chemspec International LTD), Deposit Agreement (Chemspec International LTD)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until the termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for for, and the surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellationscancellation, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs ADSs, and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, up in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary with notice to the Company or, provided the Registrar is other than Citibank, N.A., at the reasonable request of the Company.
Appears in 2 contracts
Samples: Deposit Agreement (Kongzhong Corp), Deposit Agreement (Kongzhong Corp)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance execution and delivery delivery, registration of ADSsissuances, registration of transfers, combination and split-up of Receipts, and the acceptance for surrender of ADS(s) Receipts for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs issuances and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSsReceipts, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs Receipts in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSsReceipts. The Registrar may close the transfer books with respect to the ADSsReceipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company Company, subject, in all cases, to Section 7.87.8 hereof. If any Receipts or the ADSs evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, Receipts and transfers, combinations and split-ups of ADSs andups, if applicable, and to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Au Optronics Corp), Deposit Agreement (Au Optronics Corp)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs which (reflecting all issuances, cancellations and transfers of ADSs) in accordance with the laws and regulations applicable to the Depositary and such books shall at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. The Prior to destroying any records pertaining to the registration of ADSs, the Depositary will notify the Company and will, upon the request and at the expense of the Company, turn such records over (or provide copy thereof) to the Company. Upon written notice to the Company, the Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the due performance of its duties hereunder, or at the reasonable written request of the Company Company, subject, in all cases, to Section 7.8. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary, with notice to the Company.
Appears in 2 contracts
Samples: Deposit Agreement (Qimonda AG), Deposit Agreement (Qimonda AG)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the The City of New York, an office and facilities for the issuance execution and delivery delivery, registration of ADSsissuances, registration of transfers, combination and split-up of Receipts, the acceptance for surrender of ADS(s) Receipts for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs issuances and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSsReceipts, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs Receipts in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSsReceipts. The Registrar may close the transfer books with respect to the ADSsReceipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADSs Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, with the written approval of the Company, which approval shall not be unreasonably withheld, appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, Receipts and transfers, combinations and split-ups of ADSs andups, if applicable, and to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary after consultation with the Company or upon the reasonable request of the Company.
Appears in 2 contracts
Samples: Deposit Agreement (Advanced Semiconductor Engineering Inc), Deposit Agreement (Advanced Semiconductor Engineering Inc)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance execution and delivery delivery, registration of ADSsissuances, registration of transfers, combination and split-up of ADRs, and the acceptance for surrender of ADS(s) ADRs for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs issuances and transfers of ADRs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSsADRs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs ADRs in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSsADRs. The Registrar may close the transfer books with respect to the ADSsADRs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADRs or the ADSs evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, with the consent of the Company, appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, ADRs and transfers, combinations and split-ups of ADSs andups, if applicable, and to countersign such ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary, with the consent of the Company.
Appears in 2 contracts
Samples: Deposit Agreement (Brasil Telecom Sa), Deposit Agreement (Brasil Telecom Holding Co)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this ADW Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance execution and delivery delivery, registration of ADSsissuances, registration of transfers, combination and split-up of ADWRs, and the acceptance for surrender of ADS(s) ADWRs for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this ADW Deposit Agreement. The Registrar shall keep books for the registration of ADSs issuances and transfers of ADWRs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSsADWRs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs ADWRs in the interest of a business or object other than the business of the Company or other than a matter related to the this ADW Deposit Agreement or the ADSsADWRs. The Registrar may close the transfer books with respect to the ADSsADWRs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADSs ADWRs or the ADWs evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, ADWRs and transfers, combinations and split-ups of ADSs andups, if applicable, and to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, such ADWRs in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary.
Appears in 2 contracts
Samples: Deposit Agreement (Air France /Fi), Deposit Agreement (Air France /Fi)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this ADS Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance execution and delivery delivery, registration of ADSsissuances, registration of transfers, combination and split-up of ADRs, and the acceptance for surrender of ADS(s) ADRs for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this ADS Deposit Agreement. The Registrar shall keep books for the registration of ADSs issuances and transfers of ADRs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSsADRs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs ADRs in the interest of a business or object other than the business of the Company or other than a matter related to the this ADS Deposit Agreement or the ADSsADRs. The Registrar may close the transfer books with respect to the ADSsADRs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADRs or the ADSs evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, ADRs and transfers, combinations and split-ups of ADSs andups, if applicable, and to countersign such ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary.
Appears in 2 contracts
Samples: Ads Deposit Agreement (Air France-KLM /Fi), Ads Deposit Agreement (Air France /Fi)
The Depositary the Custodian and the Company. Section 5.1 5.1. Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance execution and delivery delivery, registration of ADSsissuances, registration of transfers, combination and split-up of Receipts, and the acceptance for surrender of ADS(s) Receipts for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs issuances and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSsReceipts, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs Receipts in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSsReceipts. The Registrar may close the transfer books with respect to the ADSsReceipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADSs Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, Receipts and transfers, combinations and split-ups of ADSs andups, if applicable, and to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary which shall notify the Company of such removal or appointment of a Registrar or co-registrar.
Appears in 2 contracts
Samples: Deposit Agreement (Rediff Communication LTD), Deposit Agreement (Rediff Communication LTD)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance execution and delivery delivery, registration of ADSsissuances, registration of transfers, combination and split-up of ADRs, and the acceptance for surrender of ADS(s) ADRs for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs issuances and transfers of ADRs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSsHolders, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSsADRs. The Upon notice to the Company, the Registrar may close the transfer books with respect to the ADSsADRs, at any time or from time to time, when deemed but only for such duration as the Registrar reasonably determines to be necessary or advisable by it in good faith in connection with essential for the performance due discharge of its duties hereunderobligations, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.9 hereof. If any ADRs or the ADSs evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, with the approval of the Company, appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, ADRs and transfers, combinations and split-ups of ADSs andups, if applicable, and to countersign such ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchange or exchanges or system or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary after consultation with the Company or upon the reasonable request of the Company.
Appears in 2 contracts
Samples: Deposit Agreement (Hutchison Telecommunications International LTD), Deposit Agreement (Hutchison Telecommunications International LTD)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until the termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for for, and the surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary with notice to the Company.
Appears in 1 contract
Samples: Deposit Agreement (China Medical Technologies, Inc.)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSs. Upon the reasonable request and at the expense of the Company, the Company shall have the right to examine and copy the transfer and registration records of the Depositary. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or, upon consultation with the Company if such consultation is reasonably practicable under the circumstances, or with notice to the Company if consultation with the Company is not reasonably practicable under the circumstances, appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may may, upon consultation with the Company if such consultation is reasonably practicable under the circumstances, or with notice to the Company if consultation with the Company is not reasonably practicable under the circumstances, be removed and a substitute or substitutes appointed by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (BHP Billiton LTD)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary with prior notification to the Company.
Appears in 1 contract
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. Upon the reasonable request and at the expense of the Company, the Company shall have the right to examine and copy the transfer and registration records of the Depositary. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or, upon consultation with the Company if such consultation is reasonably practicable under the circumstances, or with notice to the Company if consultation with the Company is not reasonably practicable under the circumstances, appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may may, upon consultation with the Company if such consultation is reasonably practicable under the circumstances, or with notice to the Company if consultation with the Company is not reasonably practicable under the circumstances, be removed and a substitute or substitutes appointed by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (BHP Billiton PLC)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSs. At the expense of the Company, the Company shall have the right to inspect transfer and registration records of the Depositary or its agent, take copies thereof and require the Depositary or its agent, the Registrar and any co-transfer agents or co-registrars to supply copies of such portions of such records as the Company may request. The Depositary may perform its obligations under this Section through any agent appointed by it, provided that the Depositary shall notify the Company of such appointment and shall remain responsible for the performance of such obligations as if no agent were appointed. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. Registrars and co-registrars may be appointed or removed from appointment by the Depositary upon consultation with the Company.
Appears in 1 contract
Samples: Deposit Agreement (Unilever PLC)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs which in accordance with the laws and regulations applicable to the Depositary and such books shall at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the due performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary, with notice to the Company.
Appears in 1 contract
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance execution and delivery delivery, registration of ADSsissuances, registration of transfers, combination and split-up of Receipts, and the acceptance for surrender of ADS(s) Receipts for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs issuances and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSsReceipts, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs Receipts in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSsReceipts. The Registrar may close the transfer books with respect to the ADSsReceipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADSs Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, Receipts and transfers, combinations and split-ups of ADSs andups, if applicable, and to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary which shall notify the Company of such removal or appointment of a Registrar or co-registrar.
Appears in 1 contract
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance execution and delivery delivery, registration of ADSsissuances, registration of transfers, combination and split-up of Receipts, the acceptance for surrender of ADS(s) Receipts for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs issuances and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSsReceipts, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs Receipts in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSsReceipts. The Registrar may close the transfer books with respect to the ADSsReceipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADSs Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, upon the written consent of the Company, appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, Receipts and transfers, combinations and split-ups of ADSs andups, if applicable, and to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary upon the written consent of the Company.
Appears in 1 contract
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. The Company shall have the right to examine and copy the transfer and registration records of the Depositary. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, with notice to the Company, appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may may, with notice to the Company, be removed and a substitute or substitutes appointed by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (British American Tobacco p.l.c.)
The Depositary the Custodian and the Company. Section 5.1 5.01. Maintenance of Depositary's Office and Transfer Books by the RegistrarRegister. Until the termination of the this Deposit Agreement in accordance with its terms, the Registrar Depositary shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSsdelivery, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securitiesregistration, the registration of issuances, cancellations, transfers, combinations transfers and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups surrender of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at its Principal Office for the registration and transfers of ADSs, which office shall be open at all reasonable times for inspection by Holders and the Company, provided that such inspection shall not be for the purpose of communicating with Holders in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement, the ADSs or any Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed necessary by it in connection with the performance of its duties hereunder or at the reasonable request of the Company. If any ADSs are listed on one or more stock exchanges or quoted on any automated quotation systems in the United States, the Depositary or its agent may act as Registrar if appointed by the Company or, upon the written request of, or with the written approval of the Company, appoint a Registrar or one or more co-registrars for registration of such ADSs in accordance with any requirements of such exchange or exchanges or systemssystems and with the terms of any such appointment. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary.Depositary upon the request or with the approval of the Company. In carrying out its functions, a co-transfer agent
Appears in 1 contract
Samples: Deposit Agreement (Taiwan Semiconductor Manufacturing Co LTD)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance execution and delivery delivery, registration of ADSsissuances, registration of transfers, combination and split-up of ADRs, and the acceptance for surrender of ADS(s) ADRs for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs issuances and transfers of ADRs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSsADRs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs ADRs in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSsADRs. The Registrar may close the transfer books with respect to the ADSs, ADRs at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADRs or the ADSs evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, ADRs and transfers, combinations and split-ups of ADSs andups, if applicable, and to countersign such ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary.
Appears in 1 contract
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's ’s knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. The Depositary shall promptly notify the Company of any such removal or appointment.
Appears in 1 contract
Samples: Deposit Agreement
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. The Depositary shall promptly notify the Company of any such removal or appointment.
Appears in 1 contract
The Depositary the Custodian and the Company. Section 5.1 SECTION 5.01. Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance execution and delivery delivery, registration, registration of ADSstransfers, combination and split-up of ADRs, the acceptance for surrender of ADS(s) for ADSs and the purpose of delivery and withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs and transfers of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSsADRs, at any time or from time to time, when deemed necessary or advisable expedient by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.08 hereof. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, with the written approval of the Company, appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, ADRs and transfers, combinations and split-ups of ADSs andups, if applicable, and to countersign such ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges exchange or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary upon the written request or with the written approval of the Company.
Appears in 1 contract
Samples: Deposit Agreement (WPP Group PLC)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance execution and delivery delivery, registration of ADSsissuances, registration of transfers, combination and split-up of ADRs, and the acceptance for surrender of ADS(s) ADSs for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs issuances and transfers of ADRs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSsADRs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, ADRs and transfers, combinations and split-ups of ups, and to countersign the ADRs evidencing such ADSs and, (if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, ) in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary.
Appears in 1 contract
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars in consultation with the Company for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary in consultation with the Company.
Appears in 1 contract
Samples: Deposit Agreement (China Netcom Group CORP (Hong Kong) LTD)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of issuances and transfers of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary after consultation with the Company or upon reasonable request of the Company.
Appears in 1 contract
Samples: Deposit Agreement (Gmarket Inc.)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. Upon the reasonable request and at the expense of the Company, the Company shall have the right to examine and copy the transfer and registration records of the Depositary. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary. The Depositary shall promptly notify the Company of any such removal or appointment.
Appears in 1 contract
Samples: Deposit Agreement (Gaz De France)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until the termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for for, and the surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary.
Appears in 1 contract
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs ADSs, which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, with the prior written approval of the Company, appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary upon the written request of or with the prior written approval of the Company. The Depositary will notify the Company as promptly as practicable upon the removal or appointment of a Registrar.
Appears in 1 contract
Samples: Deposit Agreement (Light S.A.)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed reasonably necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 and applicable law. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars registrars, in consultation with the Company to the extent reasonably practicable, for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (CLP Holdings LTD)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance execution and delivery delivery, registration of ADSsissuances, registration of transfers, combination and split-up of ADRs, and the acceptance for surrender of ADS(s) ADRs for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs issuances and transfers of ADRs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSsADRs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs ADRs in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSsADRs. The Registrar may close the transfer books with respect to the ADSsADRs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars from among the registrars and co-registrars pre-approved by the Company and named in the schedule attached as Exhibit C hereto for registration of issuances, cancellations, ADRs and transfers, combinations and split-ups of ADR, and to countersign the ADRs evidencing such ADSs and, (if applicable), to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary from among the registrars and co-registrars pre-approved by the Company and named in the schedule attached as Exhibit C hereto.
Appears in 1 contract
Samples: Deposit Agreement (Nestle Sa)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance execution and delivery delivery, registration of ADSsissuances, registration of transfers, combination and split-up of Receipts, and the acceptance for surrender of ADS(s) Receipts for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs issuances and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSsReceipts, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs Receipts in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSsReceipts. The Registrar may close the transfer books with respect to the ADSsReceipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any Receipts or the ADSs evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, Receipts and transfers, combinations and split-ups of ADSs andups, if applicable, and to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Abb LTD)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary.. 32 6620885v.5
Appears in 1 contract
The Depositary the Custodian and the Company. Section SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the The City of New York, an office and facilities for the issuance execution and delivery delivery, registration of ADSsissuances, registration of transfers, combination and split-up of Receipts, and the acceptance for surrender of ADS(s) Receipts for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs issuances and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSsReceipts, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs Receipts in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSsReceipts. The Registrar may close the transfer books with respect to the ADSsReceipts, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company Company, subject, in all cases, to Section 7.87.8 hereof. If any Receipts or the ADSs evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, with the written approval of the Company, appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, Receipts and transfers, combinations and split-ups of ADSs andups, if applicable, and to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary upon the written request of or with the prior written approval of the Company.
Appears in 1 contract
The Depositary the Custodian and the Company. Section 5.1 SECTION 5.01 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance execution and delivery delivery, registration, registration of ADSstransfers, combination and split-up of Receipts, the acceptance for surrender of ADS(s) for Receipts and the purpose of delivery and withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSsReceipts, provided that such inspection shall not be, to the Registrar's ’s knowledge, for the purpose of communicating with Holders of such ADSs Receipts in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSsReceipts. The Registrar may close the transfer books with respect to the ADSsReceipts, at any time or from time to time, when deemed necessary or advisable expedient by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.08. If any ADSs Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, with the written approval of the Company, appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, Receipts and transfers, combinations and split-ups of ADSs andups, if applicable, and to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, such Receipts in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary upon the written request or with the written approval of the Company.
Appears in 1 contract
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance execution and delivery delivery, registration of ADSsissuances, registration of transfers, combination and split-up of ADRs, and the acceptance for surrender of ADS(s) ADRs for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs issuances and transfers of ADRs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSsADRs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs ADRs in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSsADRs. The Registrar may close the transfer books with respect to the ADSsADRs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADRs or the ADSs evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, ADRs and transfers, combinations and split-ups of ADSs andups, if applicable, and to countersign such ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary after consultation with the Company or upon the reasonable request of the Company.
Appears in 1 contract
The Depositary the Custodian and the Company. Section SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the The City of New York, an office and facilities for the issuance and delivery delivery, registration of issuances, cancellations, transfers, combination and split-up of ADSs, the acceptance for surrender of ADS(s) ADSs for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign any ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of issuances and transfers of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company Company, subject, in all cases, to Section 7.87.8 hereof. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, with the written approval of the Company, appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs ADSs, and, if applicable, to countersign any ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary upon the written request of or with the prior written approval of the Company.
Appears in 1 contract
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the The City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary.
Appears in 1 contract
Samples: Deposit Agreement (Hopewell Highway Infrastructure LTD)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's ’s knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary.. Section 5.2
Appears in 1 contract
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's ’s knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8(a). If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, with written notice given as promptly as practicable to the Company, appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary.Depositary with written notice given as promptly as practicable to the Company. Section 5.2
Appears in 1 contract
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. The Registrar may may, upon notice to the Company, close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or, upon the reasonable request or with the approval of the Company (which shall not be unreasonably withheld), appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary, upon the reasonable request or with the approval of the Company (which shall not be unreasonably withheld).
Appears in 1 contract
The Depositary the Custodian and the Company. Section SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance execution and delivery delivery, registration of ADSsissuances, registration of transfers, combination and split-up of ADRs, and the acceptance for surrender of ADS(s) ADRs for the purpose of Delivery and withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs which issuances and transfers of ADRs in keeping with procedures customarily followed by stock transfer agents located in the City of New York and as required by the laws or regulations governing the Depositary. Such books shall at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSsADRs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs ADRs in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSsADRs. The After consultation with the Company (to the extent reasonably practicable), the Registrar may close the transfer books with respect to the ADSsADRs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADRs or the ADSs evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, after consultation with the Company, appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, ADRs and transfers, combinations and split-ups of ADSs andups, if applicable, and to countersign such ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary, upon notice to the Company. Each Registrar or co-registrar appointed hereunder (other than the Depositary) shall give notice in writing to the Depositary and the Company accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement.
Appears in 1 contract
Samples: Deposit Agreement (Royal DSM N.V.)
The Depositary the Custodian and the Company. Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the this Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance execution and delivery delivery, registration of ADSsissuances, registration of transfers, combination and split-up of ADRs, and the acceptance for surrender of ADS(s) ADRs for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case Securities in accordance with the provisions of the this Deposit Agreement. The Registrar shall keep books for the registration of ADSs issuances and transfers of ADRs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, ADRs; provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs ADRs in the interest of a business or object other than the business of the Company or other than a matter related to the this Deposit Agreement or the ADSsADRs. The After consultation with the Company (to the extent reasonably practicable), the Registrar may close the transfer books with respect to the ADSsADRs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.87.8 hereof. If any ADRs or the ADSs evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or or, upon notice to the Company, appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, ADRs and transfers, combinations and split-ups of ADSs andups, if applicable, and to countersign such ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary with notice to the Company.
Appears in 1 contract
Samples: Deposit Agreement (Teliasonera Ab)