Common use of The Depositary the Custodian and the Company Clause in Contracts

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of 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 execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, 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 Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. At the reasonable written request of the Company, the Company shall have the right to (i) inspect transfer and registration records of the Depositary or its agent and (ii) require the Depositary or its agent, the Registrar and any co-transfer agents or co-registrars to supply promptly copies of such portions of such records as the Company may reasonably request, at the Company’s expense. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder. If any 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 Receipts and transfers, combinations and split-ups, and to countersign 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 1 contract

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

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The Depositary the Custodian and the Company. SECTION 5.1 Section 5.01 Maintenance of Depositary's Office and Transfer Books by the RegistrarRegister. Until termination of 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 The City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination transfers and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities GDRs in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books at its Principal New York Office for the registration and transfer of Receipts and transfers of Receipts GDRs which shall be open at all reasonable times shall be open for inspection by Holders and the Company and by the Holders of such ReceiptsCompany, provided that such inspection shall not be, to the Depositary’s or the Registrar’s knowledge, 's knowledge be for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement Agreement, the GDSs or the Receipts. At the reasonable written request of the Company, the Company shall have the right to (i) inspect transfer and registration records of the Depositary or its agent and (ii) require the Depositary or its agent, the Registrar and any co-transfer agents or co-registrars to supply promptly copies of such portions of such records as the Company may reasonably request, at the Company’s expenseGDRs. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receiptsbooks, at any time or from time to time, after giving notice reasonably in advance to the Company, when deemed necessary or advisable expedient by it in connection with the performance of its duties hereunderhereunder or when requested by the Company. If any Receipts or the American Depositary Shares evidenced thereby GDSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary or its agent shall act as Registrar or or, with the written approval of the Company, may appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts GDSs 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 Depositary upon the request or with the approval of the Company. The Depositary. If any Receipts or , with the American Depositary Shares evidenced thereby are listed on written approval of the Company, may appoint one or more securities exchangesco-transfer agents for the purpose of effecting transfers, markets combinations and split-ups of GDRs at designated transfer offices on behalf of the Depositary. Such co-transfer agents with the written approval of the Company and upon the request of the Company shall be removed and substitutes appointed by the Depositary. Each GDR registrar, co-registrar or automated quotation systems, (i) co-transfer agent appointed under this Section 5.01 shall give notice in writing to the Company and the Depositary shall accepting such appointment and agreeing to be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with bound by the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision terms of this Deposit Agreement; and . The Depositary may perform its obligations under this Section 5.01 through any agent appointed by it (ii) upon subject to the reasonable request provisions of the Depositaryimmediately preceding paragraph), provided that the Depositary shall notify the Company of such appointment and shall provide the Depositary such information and assistance as may be reasonably necessary remain responsible for the Depositary to comply with performance of such requirements, to the extent that the Company may lawfully do soobligations as if no agent were appointed.

Appears in 1 contract

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

The Depositary the Custodian and the Company. SECTION Section 5.1 Maintenance of Depositary's Office and Transfer Books by the RegistrarRegister. Until the termination of this Rule 144A 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 execution and delivery, registration, registration of transfers, combination transfers and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities Rule 144A GDRs in accordance with the provisions of this Rule 144A Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books books, if the book-entry settlement system is available for Rule 144A GDSs, at its Principal New York Office and if the book-entry settlement system is not available for Rule 144A GDSs, in its Principal New York Office for the registration of Receipts Rule 144A GDRs and transfers of Receipts Rule 144A GDRs, which office or offices, as the case may be, shall be open at all reasonable times shall be open for inspection by the Company Holders and by the Holders of such ReceiptsCompany, provided that such inspection shall not benot, to the Depositary’s or the Registrar’s 's knowledge, be for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Rule 144A Deposit Agreement Agreement, the Rule 144A GDSs or the ReceiptsRule 100X XXXx. At the reasonable written request of the Company, the Company shall have the right to (i) inspect transfer and registration records of the Depositary or its agent and (ii) require the Depositary or its agent, the Registrar and any co-transfer agents or co-registrars to supply promptly copies of such portions of such records as the Company may reasonably request, at the Company’s expense. The Depositary or the Registrar, as applicable, Xxx Xxxxxxxxxx may close the transfer books with respect to the ReceiptsRule 144A GDRs, 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 request of the Company. If any Receipts or the American Depositary Shares evidenced thereby Rule 144A GDSs are listed on one or more stock exchanges or automated quotation systems in the United StatesU.S., the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts Rule 144A GDRs and transfers, combinations and split-ups, and to countersign such Receipts Rule 144A GDRs in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes may be appointed by the Depositary. If any Receipts or the American The Depositary Shares evidenced thereby are listed on may appoint one or more securities exchangesco-transfer agents for the purpose of effecting transfers, markets or automated quotation systems, (i) the Depositary shall be entitled to, combinations and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements split-ups 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 Rule 144A GDRs at designated transfer offices on behalf of the Depositary, the Company shall provide the Depositary such information and assistance as . Such co-transfer agents may be reasonably necessary for removed and substitutes may be appointed by the Depositary to comply with such requirements, to the extent that the Company may lawfully do soDepositary.

Appears in 1 contract

Samples: Deposit Agreement (Gafisa S.A.)

The Depositary the Custodian and the Company. SECTION 5.1 5.1. Maintenance of Office and Transfer Books by the RegistrarDepositary. Until termination of 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 The City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination transfers and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books in such New York City facilities for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by Holders and the Company and by the Holders of such ReceiptsCompany, provided that such inspection shall not be, to the Depositary’s or the Registrar’s knowledge, be for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. At the reasonable written request of the Company, the Company shall have the right to (i) inspect transfer and registration records of the Depositary or its agent and (ii) require the Depositary or its agent, the Registrar and any co-transfer agents or co-registrars to supply promptly copies of such portions of such records as the Company may reasonably request, at the Company’s expense. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receiptsbooks, at any time or from time to time, when reasonably deemed necessary or advisable expedient by it in connection with the performance of its duties hereunderhereunder or at the request of the Company. If any 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, following Consultation with the Company, appoint a Registrar registrar or one or more co-registrars Registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchange or exchanges or systemssystem or systems and with the terms of any such appointment. Such Registrar or co-registrars Registrars may be removed and a substitute or substitutes appointed by the Depositary upon the request or with the approval of the Company. Each Registrar (other than the Depositary. If any ) or co-Registrar of Receipts or appointed under this Section 5.1 shall give notice in writing within 5 business days of such appointment to the American Depositary Shares evidenced thereby are listed on one or more securities exchanges, markets or automated quotation systems, (i) Company and the Depositary shall accepting such appointment and agreeing to be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with bound by the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision terms of this Deposit Agreement; . The Company shall have the right to inspect transfer and (ii) upon the reasonable request registration records of the Depositary, take copies thereof and require the Company shall provide Depositary, the Depositary Registrar and any co-transfer agents or co-Registrars of Receipts to supply copies of such information and assistance portions of such records as may be reasonably necessary for the Depositary to comply with such requirements, to the extent that the Company may lawfully do soreasonably request.

Appears in 1 contract

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

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Depositary’s Office and Transfer Books by the RegistrarRegister. Until the termination of this Rule 144A 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 as well as in London, England, facilities for the execution and delivery, registration, registration of transfers, combination transfers and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities Rule 144A GDR Certificates in accordance with the provisions of this Rule 144A Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books books, if the book-entry settlement system is available for Rule 144A GDRs, at its Principal New York Office and if the book-entry settlement system is not available for Rule 144A GDRs, in its Principal New York Office and Principal London Office for the registration of Receipts Rule 144A GDR Certificates and transfers of Receipts Rule 144A GDR Certificates, which office or offices, as the case may be, shall be open at all reasonable times shall be open for inspection by the Company Holders and by the Holders of such ReceiptsCompany, provided that such transfers shall only be effected by the Registrar, and provided further that such inspection shall not benot, to the Depositary’s or the Registrar’s knowledge, be for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Rule 144A Deposit Agreement Agreement, the Rule 144A GDRs or the Receipts. At the reasonable written request of the Company, the Company shall have the right to (i) inspect transfer and registration records of the Depositary or its agent and (ii) require the Depositary or its agent, the Registrar and any co-transfer agents or co-registrars to supply promptly copies of such portions of such records as the Company may reasonably request, at the Company’s expenseRule 144A GDR Certificates. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the ReceiptsRule 144A GDR Certificates, 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 request of the Company. If any Receipts or the American Depositary Shares evidenced thereby Rule 144A GDRs are listed on one or more stock exchanges or automated quotation systems in the United StatesU.S., the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts Rule 144A GDR Certificates and transfers, combinations and split-ups, and to countersign such Receipts Rule 144A GDR Certificates in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes successors may be appointed by the Depositary. If any Receipts or the American The Depositary Shares evidenced thereby are listed on may appoint one or more securities exchangesco-transfer agents for the purpose of effecting transfers, markets or automated quotation systems, (i) the Depositary shall be entitled to, combinations and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements split-ups 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 Rule 144A GDR Certificates at designated transfer offices on behalf of the Depositary, the Company shall provide the Depositary such information and assistance as . Such co-transfer agents may be reasonably necessary for removed and substitutes may be appointed by the Depositary to comply with such requirements, to the extent that the Company may lawfully do soDepositary.

Appears in 1 contract

Samples: Regulation S Deposit Agreement (Joint Stock Co Sitronics)

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of 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 ManhattanXxxxxxx xx Xxxxxxxxx, the City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, 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 Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. At the reasonable written request of the Company, the Company shall have the right to (i) inspect transfer and registration records of the Depositary or its agent and (ii) require the Depositary or its agent, the Registrar and any co-transfer agents or co-registrars to supply promptly copies of such portions of such records as the Company may reasonably request, at the Company’s expense. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder, or at the reasonable written request of the Company. If any 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 Receipts and transfers, combinations and split-ups, and to countersign 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 1 contract

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

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Depositary’s Office and Transfer Books by the RegistrarRegister. Until the termination of this Regulation S 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 as well as in London, England, facilities for the execution and delivery, registration, registration of transfers, combination transfers and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities Regulation S GDR Certificates in accordance with the provisions of this Regulation S Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books books, if the book-entry settlement system is available for Regulation S GDRs, at its Principal New York Office and if the book-entry settlement system is not available for Regulation S GDRs, in its Principal New York Office and Principal London Office for the registration of Receipts Regulation S GDR Certificates and transfers of Receipts Regulation S GDR Certificates, which office or offices, as the case may be, shall be open at all reasonable times shall be open for inspection by the Company Holders and by the Holders of such ReceiptsCompany, provided that such transfers shall only be effected by the Registrar, and provided further that such inspection shall not benot, to the Depositary’s or the Registrar’s knowledge, be for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Regulation S Deposit Agreement Agreement, the Regulation S GDRs or the Receipts. At the reasonable written request of the Company, the Company shall have the right to (i) inspect transfer and registration records of the Depositary or its agent and (ii) require the Depositary or its agent, the Registrar and any co-transfer agents or co-registrars to supply promptly copies of such portions of such records as the Company may reasonably request, at the Company’s expenseRegulation S GDR Certificates. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the ReceiptsRegulation S GDR Certificates, 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 request of the Company. If any Receipts or the American Depositary Shares evidenced thereby Regulation S GDRs are listed on one or more stock exchanges or automated quotation systems in the United StatesU.S., the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of Receipts Regulation S GDR Certificates and transfers, combinations and split-ups, and to countersign such Receipts Regulation S GDR Certificates in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes successors may be appointed by the Depositary. If any Receipts or the American The Depositary Shares evidenced thereby are listed on may appoint one or more securities exchangesco—transfer agents for the purpose of effecting transfers, markets or automated quotation systems, (i) the Depositary shall be entitled to, combinations and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with the requirements split—ups 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 Regulation S GDR Certificates at designated transfer offices on behalf of the Depositary, the Company shall provide the Depositary such information and assistance as . Such co-transfer agents may be reasonably necessary for removed and substitutes may be appointed by the Depositary to comply with such requirements, to the extent that the Company may lawfully do soDepositary.

Appears in 1 contract

Samples: Regulation S Deposit Agreement (Joint Stock Co Sitronics)

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The Depositary the Custodian and the Company. SECTION 5.1 5.1. Maintenance of Office and Transfer Books by the RegistrarDepositary. Until termination of 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 The City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination transfers and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books in such New York City facilities for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by Holders and the Company and by the Holders of such ReceiptsCompany, provided that such inspection shall not be, to the Depositary’s or the Registrar’s knowledge, be for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. At the reasonable written request of the Company, the Company shall have the right to (i) inspect transfer and registration records of the Depositary or its agent and (ii) require the Depositary or its agent, the Registrar and any co-transfer agents or co-registrars to supply promptly copies of such portions of such records as the Company may reasonably request, at the Company’s expense. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receiptsbooks, at any time or from time to time, when reasonably deemed necessary or advisable expedient by it in connection with the performance of its duties hereunderhereunder or at the request of the Company. If any 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, following Consultation with the Company, appoint a Registrar registrar or one or more co-registrars Registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts in accordance with any requirements of such exchange or exchanges or systemssystem or systems and with the terms of any such appointment. Such Registrar or co-registrars Registrars may be removed and a substitute or substitutes appointed by the Depositary upon the request or with the approval of the Company. Each Registrar (other than the Depositary) or co-Registrar of Receipts appointed under this Section 5.1 shall give notice in writing within 5 business days of such appointment to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. The Company shall have the right to inspect transfer and registration records of the Depositary, take copies thereof and require the Depositary, the Registrar and any co-transfer agents or co-Registrars of Receipts to supply copies of such portions of such records as the Company may reasonably request. Each of the Company and its agents assumes no obligation nor shall it be subject to any liability under this Deposit Agreement or the Receipts to Holders or other persons, except to perform such obligations as are specifically set forth in this Deposit Agreement without negligence or bad faith. Each of the Depositary and its agent and the Custodian and its agents assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to Holders or other persons, except to perform such obligations as are specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary, the Custodian and the Company undertake to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary, the Custodian or the Company or their respective agents. Without limitation of the preceding, none of the Depositary or its agents, the Custodian or its agents or the Company or its agents shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the Custodian being responsible solely to the Depositary. If any Receipts None of the Depositary or its agents or the American Depositary Company or its agents shall be liable for any action or inaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares evidenced thereby are listed on one for deposit, any Holder or more securities exchanges, markets any other person believed by it or automated quotation systems, (i) them in good faith to be competent to give such advice or information. Each of the Depositary and its agents, the Custodian and its agents and the Company and its agents may rely and shall be entitled toprotected in acting upon any written notice, request, direction or other document believed by it to be genuine and shallto have been signed or presented by the proper party or parties. The Depositary shall not be responsible for the manner in which any vote is cast or for the effect of any such vote, take or refrain from taking such action(s) as it provided that the Depositary acted in good faith. Subject to compliance with all applicable laws, rules and regulations, the Depositary and the Custodian may deem necessary or appropriate to comply with own and deal in any class of securities of the requirements Company and its affiliates and in Receipts. No disclaimer of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding liability under the Securities Act of 1933 is intended by 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 1 contract

Samples: Deposit Agreement (Basf Aktiengesellschaft /Fa/)

The Depositary the Custodian and the Company. SECTION 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of 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 ManhattanXxxxxxx xx Xxxxxxxxx, the City of New York, an office and facilities for the execution and deliveryDelivery, registration, registration of transfers, combination and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and by the Holders of such Receipts, 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 Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement or the Receipts. At the reasonable written request of the Company, the Company shall have the right to (i) inspect transfer and registration records of the Depositary or its agent and (ii) require the Depositary or its agent, the Registrar and any co-transfer agents or co-registrars to supply promptly copies of such portions of such records as the Company may reasonably request, at the Company’s expense. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receipts, at any time or and from time to time, when deemed necessary or advisable by it in connection with the performance of its duties hereunder, or at the reasonable written request of the Company. If any 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 Receipts and transfers, combinations and split-ups, and to countersign 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 1 contract

Samples: Deposit Agreement

The Depositary the Custodian and the Company. SECTION 5.1 Section 5.01. Maintenance of Depositary's Office and Transfer Books by the RegistrarRegister. Until termination of 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 The City of New York, an office and facilities for the execution and delivery, registration, registration of transfers, combination transfers and split-up of Receipts, the surrender of Receipts and the delivery and withdrawal of Deposited Securities ADRs in accordance with the provisions of this Deposit Agreement. The Depositary or the Registrar as applicable, shall keep books at its Principal New York Office for the registration and transfer of Receipts and transfers of Receipts ADRs which shall be open at all reasonable times shall be open for inspection by Holders and the Company and by the Holders of such ReceiptsCompany, provided that such inspection shall not be, to the Depositary’s or the Registrar’s knowledge, 's knowledge be for the purpose of communicating with Holders of such Receipts in the interest of a business or object other than the business of the Company or other than a matter related to this Deposit Agreement Agreement, the ADSs or the Receipts. At the reasonable written request of the Company, the Company shall have the right to (i) inspect transfer and registration records of the Depositary or its agent and (ii) require the Depositary or its agent, the Registrar and any co-transfer agents or co-registrars to supply promptly copies of such portions of such records as the Company may reasonably request, at the Company’s expenseADRs. The Depositary or the Registrar, as applicable, may close the transfer books with respect to the Receiptsbooks, at any time or from time to time, when deemed necessary or advisable expedient by it in connection with the performance of its duties hereunderhereunder or when requested by the Company. If any Receipts or the American Depositary Shares evidenced thereby ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary or its agent shall act as Registrar or or, with the written approval of the Company, may appoint a Registrar or one or more co-registrars for registration of Receipts and transfers, combinations and split-ups, and to countersign such Receipts ADSs 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 Depositary upon the request or with the approval of the Company. The Depositary. If any Receipts or , with the American Depositary Shares evidenced thereby are listed on written approval of the Company, may appoint one or more securities exchangesco-transfer agents for the purpose of effecting transfers, markets combinations and split-ups of ADRs at designated transfer offices on behalf of the Depositary. Such co-transfer agents with the written approval of the Company and upon the request of the Company shall be removed and substitutes appointed by the Depositary. Each ADR registrar, co-registrar or automated quotation systems, (i) co-transfer agent appointed under this Section 5.01 shall give notice in writing to the Company and the Depositary shall accepting such appointment and agreeing to be entitled to, and shall, take or refrain from taking such action(s) as it may deem necessary or appropriate to comply with bound by the requirements of such securities exchange(s), market(s) or automated quotation system(s) applicable to it, notwithstanding any other provision terms of this Deposit Agreement; and . The Depositary may perform its obligations under this Section 5.01 through any agent appointed by it (ii) upon subject to the reasonable request provisions of the Depositaryimmediately preceding paragraph), provided that the Depositary shall notify the Company of such appointment and shall provide the Depositary such information and assistance as may be reasonably necessary remain responsible for the Depositary to comply with performance of such requirements, to the extent that the Company may lawfully do soobligations as if no agent were appointed.

Appears in 1 contract

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

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