Common use of THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY Clause in Contracts

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.1. Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder or at the reasonable request of the Company, provided that any such closing of the transfer books shall be subject to the provisions of Section 7.7 which limit the suspensions of withdrawals of Shares. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges in the United States, the Depositary shall act as Registrar or appoint a Registrar or, upon the written request or with the written approval of the Company, one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges. Any such co-registrar shall, upon the Company's request, and may, with the approval of the Company, be removed and a substitute or substitutes appointed by the Depositary. The Company shall have the right to inspect transfer and registration records of the Depositary, take copies thereof and require the Depositary, the Receipt Registrar and any co-transfer agents or co-registrars to supply copies of such portions of such records as the Company may reasonable request.

Appears in 1 contract

Samples: Deposit Agreement (Ohsea Holdings LTD)

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THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.1. 5.01 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books books, at its Corporate Trust Office, for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or shall be for a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed expedient advisable by it in connection with the performance of its duties hereunder or at the reasonable request of the Company, provided that any such closing of the transfer books shall be subject to the provisions of Section 7.7 which limit the suspensions of withdrawals of Shareshereunder. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges in the United States, the Depositary shall act as Registrar or appoint a Registrar or, upon the written request or with the written approval of the Company, one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges. Any such Such Registrar or co-registrar shall, upon the Company's request, and may, with the approval of the Company, registrars may be removed and a substitute or substitutes appointed by the DepositaryDepositary upon consultation with the Company. The Company shall have the right right, upon reasonable request, to inspect the transfer and registration records of the DepositaryDepositary relating to the Receipts, to take copies thereof and to require the Depositary, the Receipt Registrar Depositary and any co-transfer agents or co-registrars to supply copies at the Company's expense of such portions of such records as the Company may reasonable reasonably request. Neither the Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Owner or Beneficial Owner of any Receipt, if by reason of any provision of any present or future law or regulation of the United States or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the Statuts of the Company, or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or by reason of any act of God or war or other circumstances beyond its control, the Depositary or the Company or any of their respective directors, employees, agents or affiliates shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or Deposited Securities it is provided shall be done or performed; nor shall the Depositary or the Company or any of their respective directors, employees, agents or affiliates incur any liability to any Owner or Beneficial Owner of any Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. Without limiting the Company's obligations under Section 5.07, where, by the terms of a distribution pursuant to Sections 4.01, 4.02, or 4.03 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, or for any other reason, such distribution or offering may not be made available to Owners, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse.

Appears in 1 contract

Samples: Deposit Agreement (Vivendi)

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.1. 5.1 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution issuance and deliverydelivery of ADSs, registrationthe acceptance for surrender of ADSs for the purpose of withdrawal of Deposited Securities, the registration of transfers issuances, cancellations, transfers, combinations and surrender split-ups of ADSs and, if applicable, to countersign Receipts evidencing the ADSs so issued, transferred, combined or split-up, in each case, in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books for the registration of Receipts issuances, cancellation and transfers of Receipts ADSs which at all reasonable times shall be open for inspection by the OwnersHolders, provided that such inspection shall not be for the purpose of communicating with Owners Holders in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the ReceiptsADSs. The Company shall have the right to inspect the books for the registration and transfer of ADSs of the Depositary and its agents, to make copies thereof and to require the Depositary and its agents to supply copies of such portions of such books as the Company may reasonably request. The Depositary may close the its transfer books, at any time or from time to time, when deemed reasonably expedient by it in connection with the performance of its duties hereunder or hereunder. The Depositary shall close its transfer books at the reasonable request of the Company, provided that any such closing of the transfer books shall be subject to the provisions of Section 7.7 which limit the suspensions of withdrawals of Shares. 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 shall act as Registrar or appoint a Registrar orappoint, upon the written request or with the written approval of notice to the Company, a Registrar or one or more co-registrars for registry registration of such issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign Receipts evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchange exchanges or exchangessystems. Any such Such Registrar or co-registrar shall, upon the Company's request, and may, with the approval shall act as agent of the Company, Depositary and may be removed and a substitute or substitutes appointed by the Depositary. The Company shall have Depositary with notice to the right to inspect transfer and registration records of the Depositary, take copies thereof and require the Depositary, the Receipt Registrar and any co-transfer agents or co-registrars to supply copies of such portions of such records as the Company may reasonable requestCompany.

Appears in 1 contract

Samples: Deposit Agreement (Delhaize Group)

THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.1. Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts American Depositary Shares in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books books, at its Corporate Trust Office, for the registration of Receipts American Depositary Shares and transfers of Receipts American Depositary Shares which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the ReceiptsAmerican Depositary Shares. The Company shall have the right at all reasonable times to (i) inspect transfer and registration records of the Depositary or its agent and take copies thereof 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 requests. The Depositary may may, with notice to the Company if other than in the ordinary course of business, close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder or at the reasonable written request of the Company, provided that any such closing Company or if the suspension of the registration of transfer books shall be subject is deemed necessary or advisable by the Depositary or the Company at any time or from time to the provisions time because of Section 7.7 which limit the suspensions any requirement of withdrawals law or of Sharesany governmental body or commission, or for any other reason. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges in the United States, the Depositary shall act as Registrar or or, upon at least 20 days’ prior written notice to the Company, appoint a Registrar or, upon the written request or with the written approval of the Company, one or more co-registrars for registry of such Receipts to register those American Depositary Shares in accordance with any requirements of such exchange or exchanges. Any such co-registrar shall, upon the Company's request, and may, with the approval of the Company, be removed and a substitute or substitutes appointed by the Depositary. The Company shall have the right to inspect transfer and registration records of the Depositary, take copies thereof and require the Depositary, the Receipt Registrar and any co-transfer agents or co-registrars to supply copies of such portions of such records as the Company may reasonable request.

Appears in 1 contract

Samples: Deposit Agreement (Gas Natural SDG Sa)

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THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY. SECTION 5.15.01. Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books for the registration of Receipts and transfers of Receipts at its Corporate Trust Office which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder or at the reasonable request of the Company, provided that any such closing of and the Depositary will promptly so notify the Company in the event the Depositary closes the transfer books shall be subject to the provisions of Section 7.7 which limit the suspensions of withdrawals of Sharesbooks. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges in the United States, the Depositary shall act as Registrar or appoint a Registrar or, upon the written request or with the written approval of the Company, one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges. Any such Registrar or co-registrar registrars shall, upon the Company's request, and may, with the approval of the Company, be removed and a substitute or substitutes appointed by the Depositary. The At all reasonable times during the Depositary's business day, the Company shall have the right to may inspect transfer and registration records of the Depositary, take copies thereof and require the Depositary, the Receipt Registrar Depositary and any co-transfer of its agents or co-registrars to supply copies of such portions of such records as the Company may reasonable reasonably request, all at the Company's expense.

Appears in 1 contract

Samples: Deposit Agreement (Pearson PLC)

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