Common use of Transfer of Receipts; Combination and Split-up of Receipts Clause in Contracts

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers on its transfer books from time to time of any Receipt, upon surrender, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, as may be required by the laws of the State of New York and of the United States of America. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 7 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Sappi LTD), Deposit Agreement (Sappi LTD)

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Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall shall, without unreasonable delay, register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall shall, as promptly as practicable, execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts Receipts, as promptly as practicable, for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expenseupon the written request or with the written approval of the Issuer, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Such co-transfer agents may be removed by the Depositary upon the request or with the written approval of the Issuer and substitutes appointed by the Depositary upon the request or with the written approval of the Issuer. Each co-transfer agent appointed under this Section 2.4 shall give notice in writing to the Issuer and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will but only to the extent that the Depositary would in similar circumstances be entitled so to protection and indemnity to the same extent as the Depositaryrequire.

Appears in 6 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Anglogold Ashanti LTD), Deposit Agreement (Anglogold Ashanti LTD)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, including payment of the fees of the Depositary as provided in Section 5.09, shall register transfers on its transfer books from time to time of any ReceiptReceipts, upon surrender, by the Owner in person or by a duly authorized attorney, of such any Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, as may be required by the laws of the State of New York and of the United States of America. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing representing the same aggregate number of American Depositary Shares as were evidenced by the Receipt Receipts surrendered and deliver the same to or upon the order of the person entitled thereto, subject thereto but only upon payment to receipt of all certificates, if any, as the Depositary or of the Company may require fees of the Depositary as provided in order to comply with any applicable lawsSection 5.09. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing representing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary shall ensure that it has on hand at all times a sufficient supply of Receipts to meet the demands for transfer. The Depositary, at its expense, may appoint one or more co-transfer agents with approved by the approval of the Company (which approval shall not be unreasonably withheld) Company, for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 4 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Total Sa), Deposit Agreement (Total Sa)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit AgreementAgreement including payment of the fees of the Depositary as provided in Section 5.09, shall shall, as promptly as practicable, register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by a proper instrument or instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject thereto but only upon payment to receipt of all certificates, if any, as the Depositary or of the Company may require fees of the Depositary as provided in order to comply with any applicable lawsSection 5.09. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expensewith the consent of the Company, may such consent not to be unreasonably withheld, appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Each co-transfer agent appointed under this Section 2.04 shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts and/or Beneficial Owners or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. Such co-transfer agents may be removed and substitutes appointed by the Depositary upon the request or with the approval of the Company. The Depositary may close the register at any time or from time to time, when reasonably deemed expedient by it in connection with the performance of its duties hereunder or at the request of the Company.

Appears in 4 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Ultrapar Holdings Inc), Deposit Agreement (Bank of New York / Adr Division)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall shall, as promptly as practicable, register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall shall, as promptly as practicable, execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company Issuer may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company Issuer may require in order to comply with any applicable laws, a new Receipt or Receipts Receipts, as promptly as practicable, for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, upon at least 20 days’ prior written notice to the Issuer, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the DepositaryDepositary but only to the extent that the Depositary would in similar circumstances be entitled so to require.

Appears in 4 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Naspers LTD), Deposit Agreement (Naspers LTD)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall without unreasonable delay register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares and the same rights to distributions with respect thereto as were those evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary upon the written request of the Company shall, at its expenseor with the prior approval of the Company may, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Such co-transfer agents shall be removed and substitutes appointed by the Depositary upon the written request, or with the written approval of, the Company. Each co-transfer agent appointed under this Section 2.4 shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 4 contracts

Samples: Deposit Agreement (Terranova S A), Deposit Agreement (Terranova S A), Deposit Agreement (Masisa S.A.)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall shall, as promptly as practicable, register transfers on its transfer books from time to time of any Receipt, upon surrender, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, as may be required by the laws of the State of New York and of the United States of America. Thereupon, the Depositary shall execute and, if applicable, cause the Registrar to countersign a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliverdeliver and, if applicable, cause the Registrar to countersign, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Each co-transfer agent appointed under this Section 2.04 shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of the Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 4 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (American Beverage Co Ambev), Deposit Agreement (American Beverage Co Ambev)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall as promptly as practicable execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts as promptly as practicable for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expenseupon the written request or with the written approval of the Issuer, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Such co-transfer agents may be removed by the Depositary upon the request or with the written approval of the Issuer and substitutes appointed by the Depositary upon the request or with the written approval of the Issuer. Each co-transfer agent appointed under this Section 2.4 shall give notice in writing to the Issuer and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts Receipts, but only to the extent that the Depositary would in similar circumstances be entitled to so require, and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 4 contracts

Samples: Deposit Agreement (Arm Holdings PLC), Deposit Agreement (Arm Holdings PLC), Deposit Agreement (Arm Holdings PLC)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit AgreementAgreement including payment of the fees of the Depositary as provided in Section 5.09, shall shall, without unreasonable delay, register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by a proper instrument or instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject thereto but only upon payment to receipt of all certificates, if any, as the Depositary or of the Company may require fees of the Depositary as provided in order to comply with any applicable lawsSection 5.09. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expensewith the consent of the Issuer, may such consent not to be unreasonably withheld, appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Each co-transfer agent appointed under this Section 2.04 shall give notice in writing to the Issuer and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts and/or Beneficial Owners or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. Such co-transfer agents may be removed and substitutes appointed by the Depositary upon the request or with the approval of the Issuer. The Depositary may close the register 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 request of the Issuer.

Appears in 4 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Gerdau Sa), Deposit Agreement (Gerdau S.A.)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall without unreasonable delay register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt Receipts surrendered and deliver the same to or upon the order of the person entitled thereto, thereto subject to receipt of all certificates, if any, as any certifications and agreements by such persons the Depositary or and the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-split up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expense, may appoint one or more co-transfer agents with the approval of the Company (Company, which approval shall not be unreasonably withheld) , appoint one or more co transfer agents for the purpose of effecting transfers, combinations and split-split ups of Receipts at designated transfer offices on behalf of the Depositary. Each co-transfer agent appointed under this Section 2.04 shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-co transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 3 contracts

Samples: Deposit Agreement (Regenera LTD), Deposit Agreement (Multiemedia LTD), Deposit Agreement (Antisense Therapeutics Limited/Fi)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject Subject to the terms and conditions of this the Deposit Agreement, shall register transfers the transfer of this Receipt is registrable on its transfer the books from time to time of any Receipt, the Depositary upon surrender, surrender by the Owner hereof, in person or by a duly authorized attorney, at any designated transfer office, of such this Receipt properly endorsed or accompanied by proper instruments of transfer, transfer and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. ThereuponSubject to the terms and conditions of the Deposit Agreement, the Depositary shall execute a new this Receipt may be split into other Receipts or may be combined with other Receipts into one Receipt evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this the Deposit Agreement, shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, laws a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Receipt, the delivery of any distribution thereon or the withdrawal of any Deposited Securities, the Depositary or the Custodian may require payment from the presenter of the Receipt or the depositor of the Shares of a sum sufficient to reimburse it for any tax or other governmental charges and any stock transfer, registration or conversion fee with respect thereto (including any such tax or charges and fee with respect to Shares being deposited or Deposited Securities being withdrawn) and payment of any applicable fee as provided in Article (9) of this Receipt, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with such regulations, if any, as the Depositary may establish consistent with the provisions of the Deposit Agreement or this Receipt. The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended and the transfer of Receipts in particular instances may be refused or the registration of transfer of outstanding Receipts generally may be suspended during any period when the transfer books of the Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary, at its expense, may appoint one or more co-transfer agents after consultation with the approval Company to the extent practicable (to the extent it is not practicable for the Depositary to consult with the Company, the Depositary will notify the Company as promptly as practicable after taking such action and explain its reasons for doing so), or the Company at any time or from time to time because of any requirement of law or of any government or governmental or regulatory body or commission, or following receipt of notification from the Company of the Company suspension of the quotation of the Shares in South Africa, or under any provision of the Deposit Agreement, the Memorandum or Articles of Association, or for any reason subject to Article (which approval shall 24) hereof. The surrender of outstanding Receipts and withdrawal of Deposited Securities may not be unreasonably withheldsuspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders' meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. The Depositary and the Custodian will comply with reasonable written instructions from the Company requesting that the Depositary and the Custodian not accept for deposit under the purpose Deposit Agreement any Shares identified in such instructions in order to facilitate the Company's compliance with United States federal securities laws, any provision of effecting transfersthe Company's Memorandum or Articles of Association or the laws of the Republic of South Africa. Without limitation of the foregoing, combinations and split-ups of Receipts at designated transfer offices on behalf neither the Depositary nor the Custodian shall accept for deposit under the Deposit Agreement any Shares (i) which, to the actual knowledge of the Depositary. In carrying out its functions, are required to be registered under the Securities Act of 1933 prior to public sale in the United States, unless a co-transfer agent may require evidence registration statement is in effect as to such Shares or (ii) the deposit of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity which would, to the same extent as actual knowledge of the Depositary, infringe any provisions of the laws of the Republic of South Africa.

Appears in 3 contracts

Samples: Deposit Agreement (Sappi LTD), Deposit Agreement (Sappi LTD), Deposit Agreement (Sappi LTD)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit AgreementAgreement including payment of the fees of the Depositary as provided in Section 5.09, shall shall, without unreasonable delay, register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by a proper instrument or instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject thereto but only upon payment to receipt of all certificates, if any, as the Depositary or of the Company may require fees of the Depositary as provided in order to comply with any applicable lawsSection 5.09. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expensewith the consent of the Issuer, may such consent not to be unreasonably withheld, appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Each co-transfer agent appointed under this Section 2.04 shall give notice in writing to the Issuer and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. Such co-transfer agents may be removed and substitutes appointed by the Depositary upon the request or with the approval of the Issuer. The Depositary may close the register 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 request of the Issuer.

Appears in 3 contracts

Samples: Deposit Agreement (Parana Bank S.A.), Deposit Agreement (Klabin Sa /Fi), Deposit Agreement (Perdigao Sa)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, upon at its expenseleast 20 days’ prior written notice to the Company, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. The Depositary may remove a co-transfer agent upon at least 20 days’ prior written notice to the Company. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. The Depositary shall require each co-transfer agent it appoints under this Deposit Agreement to give notice in writing to the Depositary accepting that appointment and agreeing to abide by the applicable terms of this Deposit Agreement.

Appears in 3 contracts

Samples: Deposit Agreement (O2micro International LTD), Deposit Agreement (Linktone LTD), Deposit Agreement (Linktone LTD)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall without unreasonable delay register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expenseafter consultation with the Company, may appoint one or more co-transfer agents with the approval of reasonably acceptable to the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Each co-transfer agent appointed under this Section 2.4 shall notify in writing the Company and the Depositary that it accepts its appointment as co-transfer agent and agrees to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Ao Surgutneftegas /Fi), Deposit Agreement (Ao Surgutneftegas /Fi)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner Holder in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America; provided, however, that the Depositary shall refuse to register any transfer of Receipts if it has been notified by the Company that such registration would result in a violation of the ownership restrictions referred to in Section 3.05 or any other applicable law or the Company's Articles of Incorporation. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares ADSs requested, evidencing the same aggregate number of American Depositary Shares ADSs as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, upon at its expenseleast twenty (20) days' written notice to the Company and written consent of the Company, may such consent not to be unreasonably withheld, appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) agents, for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts Holders or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. Such co-transfer agents may be removed and substitutes may be appointed by the Depositary, with written consent of the Company, such consent not to be unreasonably withheld. Each co-transfer agent appointed under this Section 2.04 (other than the Depositary) 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 3 contracts

Samples: Deposit Agreement (KB Financial Group Inc.), Deposit Agreement (KB Financial Group Inc.), Second Amended and Restated Deposit Agreement (Kookmin Bank)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall shall, as promptly as practicable, register transfers on its transfer books from time to time of any Receipt, upon surrender, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, as may be required by the laws of the State of New York and of the United States of America. Thereupon, the Depositary shall execute and, if applicable, cause the Registrar to countersign a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliverdeliver and, if applicable, cause the Registrar to countersign, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, may appoint one or more co-transfer agents with agents, upon at least 20 days’ prior written notice to the approval of the Company (which approval shall not be unreasonably withheld) Company, for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Each co-transfer agent appointed under this Section 2.04 shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Ambev S.A.), Deposit Agreement (Bank of New York / Adr Division)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time time, upon any surrender of any a Receipt, upon surrenderwithout unreasonable delay, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, Depositary may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Such co-transfer agents shall be removed and substitutes appointed by the Depositary. Each co-transfer agent appointed under this Section 2.04 shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 3 contracts

Samples: Deposit Agreement (Buenaventura Mining Co Inc), Deposit Agreement (Buenaventura Mining Co Inc), Deposit Agreement (Buenaventura Mining Co Inc)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares and the same aggregate rights to distributions with respect thereto as were those evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary upon the written request of the Company shall, at its expenseor with the written approval of the Company may, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Such co-transfer agents shall be removed and substitutes appointed by the Depositary upon the written request, or with the written approval of, the Company. Each co-transfer agent appointed under this Section 2.04 shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Madeco Sa)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit AgreementAgreement including payment of the fees of the Depositary as provided in Section 5.09, shall shall, without unreasonable delay, register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by a proper instrument or instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject thereto but only upon payment to receipt of all certificates, if any, as the Depositary or of the Company may require fees of the Depositary as provided in order to comply with any applicable lawsSection 5.09. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, Depositary may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Each co-transfer agent appointed under this Section 2.04 shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts and/or Beneficial Owners or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. Such co-transfer agents may be removed and substitutes appointed by the Depositary. The Depositary may close the register 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 request of the Issuer.

Appears in 3 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Banco Itau Holding Financeira S A)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit AgreementAgreement including payment of the fees of the Depositary as provided in Section 5.09, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary with the approval of the Company may, and at its expensethe request of and after Consultation with the Company shall, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. Such co-transfer agents may be removed and substitutes appointed by the Depositary with the approval of the Company or upon the request of and after Consultation with the Company.

Appears in 2 contracts

Samples: Deposit Agreement (Huaneng Power International Inc), Deposit Agreement (Huaneng Power International Inc)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall shall, without unreasonable delay, register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt Receipts surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, Depositary or the Issuer may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary, in each case such appointment to be with the approval of the other party, such approval not to be unreasonably withheld. The Depositary shall require each co-transfer agent that it appoints under this Section 2.4 to give notice in writing to the Depositary accepting such appointment and agreeing to abide by the applicable terms of the Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Macquarie Bank LTD), Deposit Agreement (Psiron LTD)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit AgreementAgreement including payment of the fees of the Depositary as provided in Section 5.09, shall shall, without unreasonable delay, register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by a proper instrument or instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject thereto but only upon payment to receipt of all certificates, if any, as the Depositary or of the Company may require fees of the Depositary as provided in order to comply with any applicable lawsSection 5.09. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expensewith the consent of the Company, may such consent not to be unreasonably withheld, appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Each co-transfer agent appointed under this Section 2.04 shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. Such co-transfer agents may be removed and substitutes appointed by the Depositary upon the request or with the approval of the Company. The Depositary may close the register 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 request of the Company.

Appears in 2 contracts

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

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers on its transfer books from time to time of any ReceiptReceipts, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of Americaapplicable law. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts Receipts, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered Receipts surrendered, and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, Depositary at its expense, expense upon the reasonable request or with the approval of the Issuer may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by holders or Owners or holders of Receipts or persons entitled to Receipts thereto and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Vernalis PLC), Deposit Agreement (British Biotech PLC)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers on its transfer books in the Receipt register from time to time of any ReceiptReceipts, upon surrenderreceipt at any of its designated transfer offices of proper instruments of transfer or upon any surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute and deliver a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, thereto as the Depositary or the Company such person may require in order to comply with any applicable lawsrequest. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, representing the same aggregate number of American Depositary Shares as the Receipt or Receipts replaced. At the request of an Owner, the Depositary shall, for the purpose of substituting a certificated Receipt with a Direct Registration Receipt, or vice versa, execute and deliver a certificated Receipt or a Direct Registration Receipt, as the case may be, for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were those evidenced by the certificated Receipt or Receipts surrendered. The DepositaryDirect Registration Receipt, at its expense, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositarycase may be, substituted.

Appears in 2 contracts

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

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, including payment of the fees of the Depositary as provided in Section 5.09, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrendersurrender at the Corporate Trust Office of the Depositary of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by a proper instrument or instruments of transfertransfer (including, in the case of any Receipt in physical, certificated form, the due execution and completion of any endorsements appearing thereon relating to compliance with restrictions applicable to the transfer thereof), and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of AmericaStates. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, any certifications by such person as the Depositary or and the Company may require in order to comply with any applicable laws, but only upon payment to the Depositary of the fees of the Depositary as provided in Section 5.09. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Global Depositary Shares requested, evidencing the same aggregate number of American Global Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, Depositary may appoint upon at least 20 days’ written notice to the Company, one or more co-transfer agents with the approval of reasonably acceptable to the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 2 contracts

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

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject Subject to the terms and conditions of this the Deposit Agreement, shall register transfers the transfer of this Receipt is registrable on its transfer the books from time to time of any Receipt, the Depositary upon surrender, surrender by the Owner hereof, in person or by a duly authorized attorney, at any designated transfer office, of such this Receipt properly endorsed or accompanied by proper instruments of transfer, transfer and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. ThereuponSubject to the terms and conditions of the Deposit Agreement, the Depositary shall execute a new this Receipt may be split into other Receipts or may be combined with other Receipts into one Receipt evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this the Deposit Agreement, shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, laws a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Receipt, the delivery of any distribution thereon or the withdrawal of any Deposited Securities, the Depositary or the Custodian may require payment from the presenter of the Receipt or the depositor of the Shares of a sum sufficient to reimburse it for any tax or other governmental charges and any stock transfer, registration or conversion fee with respect thereto (including any such tax or charges and fee with respect to Shares being deposited or Deposited Securities being withdrawn) and payment of any applicable fee as provided in Article (9) of this Receipt, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with such regulations, if any, as the Depositary may establish consistent with the provisions of the Deposit Agreement or this Receipt. The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended and the transfer of Receipts in particular instances may be refused or the registration of transfer of outstanding Receipts generally may be suspended during any period when the transfer books of the Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary, at its expense, may appoint one or more co-transfer agents after consultation with the approval Company to the extent practicable (to the extent it is not practicable for the Depositary to consult with the Company, the Depositary will notify the Company as promptly as practicable after taking such action and explain its reasons for doing so), or the Company at any time or from time to time because of any requirement of law or of any government or governmental or regulatory body or commission, or following receipt of notification from the Company of the Company suspension of trading in the Shares on the London Stock Exchange, or under any provision of the Deposit Agreement, the Memorandum or Articles of Association, or for any reason subject to Article (which approval shall 24) hereof. The surrender of outstanding Receipts and withdrawal of Deposited Securities may not be unreasonably withheldsuspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders' meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. The Depositary and the Custodian will comply with reasonable written instructions from the Company requesting that the Depositary and the Custodian not accept for deposit under the purpose Deposit Agreement any Shares identified in such instructions in order to facilitate the Company's compliance with United States federal securities laws, any provision of effecting transfersthe Company's Memorandum or Articles of Association or the laws of the United Kingdom. Without limitation of the foregoing, combinations and split-ups of Receipts at designated transfer offices on behalf neither the Depositary nor the Custodian shall accept for deposit under the Deposit Agreement any Shares (i) which, to the actual knowledge of the Depositary. In carrying out its functions, are required to be registered under the Securities Act of 1933 prior to public sale in the United States, unless a co-transfer agent may require evidence registration statement is in effect as to such Shares or (ii) the deposit of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity which would, to the same extent as actual knowledge of the Depositary, infringe any provisions of the laws of the United Kingdom.

Appears in 2 contracts

Samples: Deposit Agreement (Marconi Corp PLC), Deposit Agreement (Marconi Corp PLC)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, may appoint one upon the written request or more co-transfer agents with the written approval of the Company (which approval shall not be unreasonably withheld) ), may appoint one or more co-transfer agents for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. Such co-transfer agents may be removed by the Depositary upon the written request or with the written approval of the Company (which approval shall not be unreasonably withheld) and substitutes appointed by the Depositary upon the written request or with the written approval of the Company (which approval shall not be unreasonably withheld).

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Centrica PLC)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall shall, without unreasonable delay, register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, Depositary may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Promptly upon such appointment, each co-transfer agent appointed under this Section 2.4 shall give notice in writing to the Issuer and the Depositary accepting such appointment. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Fullcast Co., Ltd.), Deposit Agreement (Japan Airlines CORP)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall shall, without unreasonable delay, register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts Receipts, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered Receipts surrendered, and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, any certifications and agreements by such person as the Depositary or and the Company Issuer may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, Depositary at its expenseexpense may, may with the approval of the Issuer, which approval shall not be unreasonably withheld, appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Each co-transfer agent appointed under this Section 2.4 shall give notice in writing to the Issuer and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by holders or Owners or holders of Receipts or persons entitled to Receipts thereto and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Lihir Gold LTD), Deposit Agreement (Lihir Gold LTD)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers on its transfer books from time to time of any ReceiptReceipts, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts Receipts, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered Receipts surrendered, and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, Depositary at its expense, expense may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by holders or Owners or holders of Receipts or persons entitled to Receipts thereto and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Orbital Engine Corp LTD /Waa)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall without unreasonable delay register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt Receipts surrendered and deliver the same to or upon the order of the person entitled thereto, thereto subject to receipt of all certificates, if any, any certifications and agreements by such person as the Depositary or and the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expensewith the approval of the Company, may which approval shall not be unreasonably withheld, appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Each co-transfer agent appointed under this Section 2.04 shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Cue Energy Resources Limited/Fi), Deposit Agreement (Metal Storm LTD /Adr/)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this the Deposit Agreement, including payment of the fees of the Depositary as provided in Section 5.09 of the Deposit Agreement, shall register transfers on its transfer books from time to time of any ReceiptReceipts, upon surrender, by the Owner in person or by a duly authorized attorney, of such any Receipt properly endorsed (in the case of Receipts in certificated form) or accompanied by proper instruments of transfer, and duly stamped, as may be required by the laws of the State of New York and of the United States of America. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing representing the same aggregate number of American Depositary Shares as were evidenced by the Receipt Receipts surrendered and deliver the same to or upon the order of the person entitled thereto, subject thereto but only upon payment to receipt of all certificates, if any, as the Depositary or of the Company may require fees of the Depositary as provided in order to comply with any applicable lawsSection 5.09 of the Deposit Agreement. The Depositary, subject to the terms and conditions of this the Deposit Agreement, shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing representing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary shall ensure that it has on hand at all times a sufficient supply of Receipts to meet the demands for transfer. The Depositary, at its expense, may appoint one or more co-transfer agents with approved by the approval of the Company (which approval shall not be unreasonably withheld) Company, for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. As a condition precedent to the issue, execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt, the delivery of any distribution thereon, or the withdrawal of any Deposited Securities, the Depositary or the Custodian may require payment from the presenter of the Receipt or the depositor of the Shares of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer, registration or conversion fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with such regulations, if any, as the Depositary may establish consistent with the provisions of the Deposit Agreement, including, without limitation, Section 7.07 thereof. The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended and the transfer of Receipts may be refused or the registration of transfer, split-up or combination of outstanding Receipts may be suspended, generally or in particular instances, during any period when the transfer books of the Depositary or any register for Deposited Securities are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of the Deposit Agreement, or for any other reason subject to Section 7.07 of the Deposit Agreement. The surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities, and (iv) any other circumstances specifically contemplated by Section IA(1) of the General Instructions to the Registration Statement on Form F-6, as amended from time to time, under the Securities Act of 1933. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares or rights required to be registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares or rights.

Appears in 2 contracts

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

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing representing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, Depositary may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the DepositaryDepositary and shall give notice of such appointment to the Issuer. Any co-transfer agent shall be subject at all times and in all respects to the directions of the Depositary and shall be solely responsible to it. The Depositary shall be responsible for the performance of such actions by any such co-transfer agents to the same extent as if the Depositary performed such actions. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. Such co-transfer agents may be removed by the reasonable request of the Issuer. Each co-transfer agent under this Section 2.4 (other than the Depositary) shall give notice in writing to the Depositary accepting such appointment and agreeing to abide by the applicable terms of the Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Telecom Corp of New Zealand LTD)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall without unreasonable delay, register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, Depositary may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Any such co-transfer agent may be removed upon the reasonable request or with the approval of the Issuer. Each co-transfer agent appointed under this Section shall give notice in writing to the Issuer and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 2 contracts

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

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject . The Depositary shall have available at all times a sufficient supply of Receipts to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable lawsmeet demand for transfer. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expensewith written notice to the Company, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Such co-transfer agents may be removed by the Depositary with written notice to the Company and substitutes appointed by the Depositary with written notice to the Company. Each co-transfer agent appointed under this Section 2.04 shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Telekom Austria Ag), Deposit Agreement (Palfinger Ag)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto. The Depositary shall have available at all times a sufficient supply of Receipts to meet demand for transfers. The Depositary, subject to upon surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel those certificated American Depositary Shares and send the Owner a statement confirming that the Owner is the owner of the same number of uncertificated American Depositary Shares. The Depositary, upon receipt of all certificatesa proper instruction (including, if anyfor the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.10) from the Owner of uncertificated American Depositary or Shares for the Company may require in order purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares and deliver to comply with any applicable lawsthe Owner the same number of certificated American Depositary Shares. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expensewith written notice to the Company, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Such co-transfer agents may be removed by the Depositary with written notice to the Company and substitutes appointed by the Depositary with written notice to the Company. Each co-transfer agent appointed under this Section 2.04 shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 2 contracts

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

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit AgreementAgreement including payment of the fees of the Depositary as provided in Section 5.09, shall shall, without unreasonable delay, register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by a proper instrument or instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject thereto but only upon payment to receipt of all certificates, if any, as the Depositary or of the Company may require fees of the Depositary as provided in order to comply with any applicable lawsSection 5.09. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expensewith the consent of the Issuer, may such consent not to be unreasonably withheld, appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Each co-transfer agent appointed under this Section 2.04 shall give notice in writing to the Issuer and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts and/or Beneficial Owners or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. Such co-transfer agents may be removed and substitutes appointed by the Depositary upon the request or with the consent of the Issuer, such consent not to be unreasonably withheld.. The Depositary may close the register 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 request of the Issuer.

Appears in 2 contracts

Samples: Deposit Agreement (Banco Itau Holding Financeira S A), Deposit Agreement (Banco Itau Holding Financeira S A)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, including payment of the fees of the Depositary as provided in Section 5.09, shall register transfers on its transfer books from time to time of any ReceiptReceipts, upon surrender, by the Owner in person or by a duly authorized attorney, of such any Receipt properly endorsed (in the case of Receipts in certificated form) or accompanied by proper instruments of transfer, and duly stamped, as may be required by the laws of the State of New York and of the United States of America. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing representing the same aggregate number of American Depositary Shares as were evidenced by the Receipt Receipts surrendered and deliver the same to or upon the order of the person entitled thereto, subject thereto but only upon payment to receipt of all certificates, if any, as the Depositary or of the Company may require fees of the Depositary as provided in order to comply with any applicable lawsSection 5.09. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing representing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary shall ensure that it has on hand at all times a sufficient supply of Receipts to meet the demands for transfer. The Depositary, at its expense, may appoint one or more co-transfer agents with approved by the approval of the Company (which approval shall not be unreasonably withheld) Company, for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 2 contracts

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

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall without unreasonable delay register transfers of Receipts on its transfer books from time to time of any Receiptbooks, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt Receipts surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expensewith the prior approval of the Issuer which approval shall not be unreasonably withheld, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Scor Holding (Switzerland) LTD), Deposit Agreement (Zurich Financial Services/ /Fi)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at with the Company’s approval (such approval not to be unreasonably withheld), or the Company upon its expensewritten request to the Depositary, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. Such co-transfer agents may be removed and substitutes appointed by the Depositary. Each co-transfer agent appointed under this Section 2.04 (other than the Depositary) shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (British Sky Broadcasting Group PLC)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers on its transfer books from time to time of any Receipt, upon surrender, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, as may be required by the laws of the State of New York and of the United States of America. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, without unreasonable delay, register transfers of Receipts on its transfer books from time to time upon any surrender of a Receipt at any of its designated transfer offices, by the Holder in person or by duly authorized attorney, properly endorsed for transfer or accompanied by a proper instrument or instruments of transfer, and duly stamped as may be required by applicable law. Thereupon the Depositary shall execute a new Receipt or Receipts and deliver the same to or upon the order of the person entitled thereto. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, Depositary may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Any such co-transfer agent shall be removed upon the reasonable request, and may be removed with the approval, of the Company. Each co-transfer agent appointed under this Section 2.5 shall give notice in writing to the Company and the Depositary accepting its appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts Holders or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Henderson Land Development Company LTD /Fi), Deposit Agreement (Lenovo Group LTD)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, any Receipt and any applicable securities laws of the United States or any state thereof, shall register transfers of any such Receipt on its transfer books from time upon any surrender to time the Principal Office of any Receipt, upon surrender, the Depositary of such Receipt by the Owner Holder thereof in person or by a duly duly-authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfertransfer (including signature guarantees in accordance with standard industry practice and, in the case of Receipts the accurate completion of any endorsements appearing on such Receipt) and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of Americaany applicable law. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing through the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered Direct Registration System or, if specifically requested, in certificated form, and deliver the same to or upon the order of the person entitled theretothereto evidencing the same aggregate number of GDSs as those evidenced by the Receipts surrendered, subject to receipt of all certificates, if any, any certifications by such person as the Depositary or and the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shallany Receipt and any applicable securities laws of the United States or any state thereof, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts in the name of the same Holder for any authorized number of American Depositary Shares GDSs requested, evidencing the same aggregate number of American Depositary Shares GDSs as were evidenced by the Receipt or Receipts surrendered. The Depositary, Depositary may close the register (a) at its expense, may appoint one any time or more co-transfer agents from time to time when deemed expedient by it in connection with the approval performance of its duties hereunder or (b) at the request of the Company. The Depositary shall make reasonable efforts to consult with the Company if practicable, and shall notify the Company, in the case of any closure under clause (which approval a) of the preceding sentence that is outside of the ordinary course of business. In connection with any split-up or combination of Receipts pursuant to this paragraph not involving transfer, the Depositary shall not be unreasonably withheld) obligated to obtain any certification or endorsement otherwise required by the terms of this Deposit Agreement. At the request of a Holder, the Depositary shall, for the purpose of effecting transferssubstituting a certificated GDR with a Direct Registration GDR, combinations or vice versa, execute and split-ups deliver a certificated GDR or a Direct Registration GDR, as the case may be, for any authorized number of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functionsGDSs requested, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to evidencing the same extent aggregate number of GDSs as those evidenced by the certificated GDR or Direct Registration GDR, as the Depositarycase may be, substituted.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Grupo Televisa, S.A.B.)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary upon the written request or with the written approval of the Company (which written approval shall not be unreasonably withheld) may, at its expense, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Each co-transfer agent appointed under this Section 2.4 shall give prompt written notice to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (MTN Group LTD/Adr)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers on its transfer books in the Receipt register from time to time of any ReceiptReceipts, upon surrenderreceipt at any of its designated transfer offices of proper instruments of transfer or upon any surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute and deliver a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, thereto as the Depositary or the Company such person may require in order to comply with any applicable lawsrequest. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, representing the same aggregate number of American Depositary Shares as the Receipt or Receipts replaced. At the request of an Owner, the Depositary shall, for the purpose of substituting a certificated Receipt with a Direct Registration Receipt, or vice versa, execute and deliver a certificated Receipt or a Direct Registration Receipt, as the case may be, for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were those evidenced by the certificated Receipt or Receipts surrenderedDirect Registration Receipt, as the case may be, substituted. The DepositaryAfter consultation with the Company, at its expense, the Depositary may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by holders or Owners or holders of Receipts or persons entitled to Receipts thereto and will be entitled to protection and indemnity to the same extent as the Depositary. The Depositary shall be fully liable to the Company for the acts and omissions of each co-transfer agent only to the same extent as if such acts or omissions were those of the Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Rio Tinto LTD), Deposit Agreement (Rio Tinto PLC)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall including payment of the fees of the Depositary as provided in Section 5.09, shall, without unreasonable delay, register transfers of Receipts on its transfer books from time to time upon surrender at the Corporate Trust Office of any the Depositary of a Receipt, upon surrender, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by a proper instrument or instruments of transfertransfer (including, in the case of any Receipt in physical, certificated form, the due execution and completion of any endorsements appearing thereon relating to compliance with restrictions applicable to the transfer thereof), and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of AmericaStates. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt Receipts surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, any certifications by such person as the Depositary or and the Company may require in order to comply with any applicable laws, but only upon payment to the Depositary of the fees of the Depositary as provided in Section 5.09. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expensewith the prior written approval of the Company, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Such co-transfer agents shall be removed, and substitutes appointed by the Depositary, upon the written request, or with the written approval of the Company. Each co-transfer agent appointed under this Section 2.04 shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 2 contracts

Samples: Deposit Agreement (Banco Hipotecario S.A.), Deposit Agreement (Banco Hipotecario S.A.)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed in the case of a certificated Receipt or accompanied by, or in the case of DRS/Profile Receipts receipt by the Depositary of, proper instruments of transfer, transfer (including signature guarantees in accordance with standard industry practice) and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, Depositary may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. At the request of a Holder, the Depositary shall, for the purpose of substituting a certificated Receipt with a Receipt issued through DRS/Profile, or vice versa, execute and deliver a certificated Receipt or DRS/Profile statement, as the case may be, for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as those evidenced by the certificated Receipt or DRS/Profile statement, as the case may be, substituted.

Appears in 2 contracts

Samples: Deposit Agreement (Harmony Gold Mining Co LTD), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall shall, without unreasonable delay, register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by a proper instrument or instruments of transfer, (including, in the case of any Receipt in physical, certificated form, the due execution and completion of any endorsements appearing thereon relating to compliance with restrictions applicable to the transfer thereof), and duly stamped, stamped as may be required by the laws of the State of New York and of the United States and of AmericaTurkey. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, any certifications by such person as the Depositary or and the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expenseafter consultation with the Company, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Each co-transfer agent appointed under this Section 2.04 shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or Owners or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

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

Transfer of Receipts; Combination and Split-up of Receipts. The DepositaryRegistrar, subject to the terms and conditions of this Deposit Agreement, shall shall, without unreasonable delay, register transfers of Receipts on its transfer books from time to time of any Receiptbooks, upon surrender, any surrender to the Principal Office of the Depositary of a Receipt by the Owner Holder thereof in person or by a duly duly-authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfertransfer (including signature guarantees in accordance with standard industry practice and, in the case of any Receipt, the accurate completion of any endorsements appearing on such Receipt) and duly stamped, stamped as may be required by the laws of the State of New York and of the United States States. Subject to the terms and conditions of America. Thereuponthis Deposit Agreement, including payment of the charges set forth in Section 5.09 and Exhibit B hereto, the Depositary shall execute and, if the Depositary’s signature is by facsimile, the Registrar shall manually countersign, a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled theretothereto evidencing the same aggregate number of American Depositary Shares as those evidenced by the Receipts surrendered, subject to receipt of all certificatesany certifications, if any, as the Depositary or and the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, Agreement shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or ReceiptsReceipts and upon payment of the charges set forth in Section 5.09 and in Exhibit B hereto, execute and, if the Depositary’s signature is by facsimile, the Registrar shall manually countersign and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares Share as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary shall, at its expenseupon the request of, may or may, with the approval of the Company, appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts Holders or persons entitled to Receipts thereto and will be entitled to protection and indemnity to the same extent as the Depositary. Such co-transfer agents may be removed and substitutes appointed by the Depositary with the approval of the Company. Each co-transfer agent appointed under this Section 2.04 (other than the Depositary) shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Edp Energias De Portugal Sa)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrender, any surrender at the Corporate Trust Office of the Depositary of a Receipt by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed in the case of a certificated Receipt or accompanied by, or in the case of an uncertificated Receipt issued through DRS/Profile receipt by the Depositary of, proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, any certifications by such person as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, Depositary upon the written request or with the approval of the Company may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. At the request of an Owner, the Depositary shall, for the purpose of substituting a certificated Receipt with an uncertificated Receipt issued through DRS/Profile, or vice versa, execute and deliver a certificated Receipt or a DRS/Profile statement, as the case may be, for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as those evidenced by the certificated Receipt or DRS/Profile statement, as the case may be, substituted.

Appears in 1 contract

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

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall promptly register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall as promptly as practicable execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts as promptly as practicable for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary shall ensure that it has on hand at all times a sufficient supply of Receipts to meet the demands for transfer. The Depositary, at its expenseupon the written request or with the written approval of the Issuer, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Such co-transfer agents may be removed by the Depositary upon the request or with the written approval of the Issuer and substitutes appointed by the Depositary upon the request or with the written approval of the Issuer. Each co-transfer agent appointed under this Section 2.4 shall give notice in writing to the Issuer and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts Receipts, but only to the extent that the Depositary would in similar circumstances be entitled to so require, and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

Samples: Deposit Agreement (Bookham Technology PLC)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall shall, without unreasonable delay, register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrender, any surrender of a Receipt at the Principal Office of the Depositary by the Owner Holder thereof in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instrument or instruments of transfertransfer (including signature guarantees in accordance with standard industry practice and, in the case of any Receipt, the accurate completion of any endorsements appearing on such Receipt) and duly stamped, stamped as may be required by applicable law. Subject to the laws terms and conditions of this Deposit Agreement, including payment of the State of New York fees set forth in Section 5.09 and of the United States of America. ThereuponExhibit B hereto, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled theretothereto evidencing the same aggregate number of American Depositary Shares as those evidenced by the Receipts surrendered, subject to receipt of all certificatesany certifications, if any, as the Depositary or and the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject upon payment to receipt the Depositary of all certificatesthe charges set forth in Section 5.09 and Exhibit B hereto, if any, as the Depositary or the Company may require in order to comply with any applicable laws, execute and deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. In connection with any split-up or combination pursuant to this paragraph, the Depositary shall not be obligated to obtain any certification or endorsement, if any, otherwise required by the terms of this Deposit Agreement. At the request of a Holder, the Depositary shall, for the purpose of substituting a certificated Receipt with a Direct Registration Receipt, or vice versa, execute and deliver a certificated Receipt or a Direct Registration Receipt, as the case may be, for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as those evidenced by the certificated Receipt or Direct Registration Receipt, as the case may be, substituted. The Depositary, at its expense, Depositary may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Any such co-transfer agent shall be removed upon the reasonable request, and may be removed with the approval of the Company. Each co-transfer agent appointed under this Section 2.04 (other than JPMorgan Chase Bank) shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts Holders or persons entitled to Receipts thereto and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

Samples: Deposit Agreement (Cable & Wireless Public Limited Co)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, including payment of the fees of the Depositary as provided in Section 5.09, shall register transfers of Receipts on its transfer books from time to time upon surrender of any Receipt, upon surrender, a Receipt by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by a proper instrument or instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of AmericaStates. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, any certifications by such person as the Depositary or and the Company may require in order to comply with any applicable laws, but only upon payment to the Depositary of the fees of the Depositary as provided in Section 5.09. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, Depositary may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

Samples: Deposit Agreement (PT Multimedia - Servicos De Telecomunicacoes E Multimedia, SGPS, S.A.)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall including Section 3.05, shall, without unreasonable delay, register transfers on its transfer books of Receipts in the Receipt Register from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by a proper instrument or instruments of transfertransfer (including the due execution and completion of any endorsements appearing thereon relating to compliance with restrictions applicable to the transfer thereof), and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts Receipts, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered surrendered, and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, any certifications and agreements by such person as the Depositary or and the Company Issuer may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a an Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryReceipt or Receipts executed and delivered upon any such transfer, split-up or combination shall bear the legend set out in Section 2.01. The Depositary at its expenseexpense may, may with the approval of the Issuer, which approval shall not be unreasonably withheld, appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Each co-transfer agent appointed under this Section 2.04 shall give notice in writing to the Issuer and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

Samples: Deposit Agreement (Telstra Corp LTD)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall without unreasonable delay register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expenseupon consultation with the Company, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. Each co-transfer agent appointed under this Section 2.4 (other than the Depositary) 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 (Bank of New York / Adr Division)

Transfer of Receipts; Combination and Split-up of Receipts. The Upon receipt by the Depositary of (a) a written opinion of U.S. counsel satisfactory to the Depositary in connection with a transfer pursuant to an effective registration statement registering the resale of the Restricted American Depositary Shares or in accordance with paragraphs (c), (e), (f), (g) and, if applicable, (h) of Rule 144 under the Securities Act, pursuant to either Rule 144 or Rule 145 under the Securities Act, without regard to any termination of certain restrictions by operation of paragraph (k) of that rule, and (b) a duly executed and completed written certification and agreement ("Transfer Certificate"), in substantially the form attached as Annex II hereto and as hereinafter described, in connection with a transfer pursuant to an effective registration statement registering the resale of the Restricted American Depositary Shares or in accordance with paragraphs (c), (e), (f), (g) and, if applicable, (h) of Rule 144 under the Securities Act, without regard to any termination of certain restrictions by operation of paragraph (k) of that rule, the Depositary, subject to the terms and conditions of this Restricted Deposit Agreement, including payment of the fees of the Depositary as provided in Section 5.09, shall register transfers on its transfer books from time to time of any Receiptexchange, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Restricted American Depositary Shares as were evidenced by for ADRs evidencing ADSs issued pursuant to the Receipt surrendered and deliver the same to or upon the order of the person entitled theretoADR Deposit Agreement, subject to receipt the provisions of all certificatesSection 2.09 of this Restricted Deposit Agreement. The Depositary shall not be required to register any transfer of a Receipt unless it shall have received from the Beneficial Owner a duly executed and completed Transfer Certificate, if any, as in form and substance satisfactory to the Depositary or the Company may require in order to comply with any applicable lawsDepositary. The Depositary, subject to the terms and conditions of this Restricted Deposit Agreement, shallincluding, if the Depositary shall so require, delivery of a written opinion of U.S. counsel and a duly executed and completed Transfer Certificate substantially in the form of Annex II hereto, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of Restricted American Depositary Shares requested, evidencing the same aggregate number of Restricted American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositaryrepresentations and warranties included within the Transfer Certificate in the form of Annex II to be delivered shall survive such transfer, at its expensesurrender and withdrawal, split-up or combination of the Shares or Receipts. The Depositary may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

Samples: Restricted Deposit Agreement (B) (Smartforce Public LTD Co)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register without unreasonable delay transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, upon at its expenseleast 20 days’ written notice to the Company, may appoint one or more co-transfer agents with the approval of reasonably acceptable to the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Each co-transfer agent appointed under this Section 2.04 shall notify in writing the Company and the Depositary that it accepts its appointment as co-transfer agent and agrees to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer cotransfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

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

Transfer of Receipts; Combination and Split-up of Receipts. The DepositaryRegistrar, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receiptbooks, upon surrender, any surrender to the Principal Office of the Depositary of a Receipt by the Owner Holder thereof in person or by a duly duly-authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfertransfer (including signature guarantees in accordance with standard industry practice and, in the case of any Receipt, the accurate completion of any endorsements appearing on such Receipt) and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. ThereuponSubject to the terms and conditions of this Deposit Agreement, including payment of the charges set forth in Section 5.09 and Exhibit B hereto, the Depositary shall execute and, if the Depositary's signature is by facsimile, the Registrar shall manually countersign, a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt thereto evidencing the same aggregate number of all certificates, if any, American Depositary Shares as those evidenced by the Depositary or the Company may require in order to comply with any applicable lawsReceipts surrendered. The Depositary, subject to the terms and conditions of this Deposit Agreement, Agreement shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or ReceiptsReceipts and upon payment of the charges set forth in Section 5.09 and in Exhibit B hereto, execute and, if the Depositary's signature is by facsimile, the Registrar shall manually countersign and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expenseupon the request or with the approval of the Company, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders Holders of Receipts or persons entitled to Receipts thereto and will be entitled to protection and indemnity to the same extent as the Depositary. Such co-transfer agents may be removed and substitutes appointed by the Depositary with the approval of the Company. Each co-transfer agent appointed under this Section 2.04 (other than the Depositary) shall give, notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Imperial Tobacco Group PLC)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this the Deposit Agreement, including payment of the fees of the Depositary as provided in Section 5.09 of the Deposit Agreement, shall register transfers on its transfer books from time to time of any ReceiptReceipts, upon surrender, by the Owner in person or by a duly authorized attorney, of such any Receipt properly endorsed (in the case of Receipts in certificated form) or accompanied by proper instruments of transfer, and duly stamped, as may be required by the laws of the State of New York and of the United States of America. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing representing the same aggregate number of American Depositary Shares as were evidenced by the Receipt Receipts surrendered and deliver the same to or upon the order of the person entitled thereto, subject thereto but only upon payment to receipt of all certificates, if any, as the Depositary or of the Company may require fees of the Depositary as provided in order to comply with any applicable lawsSection 5.09 of the Deposit Agreement. The Depositary, subject to the terms and conditions of this the Deposit Agreement, shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing representing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary shall ensure that it has on hand at all times a sufficient supply of Receipts to meet the demands for transfer. The Depositary, at its expense, may appoint one or more co-transfer agents with approved by the approval of the Company (which approval shall not be unreasonably withheld) Company, for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

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

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers on its transfer books from time to time of Receipts upon any Receipt, upon surrender, surrender at any of its designated transfer offices of a Receipt by the Owner Holder in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by and, in the case of DRS/Profile Receipts, upon presentation of, proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of Americaapplicable law. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender at any of its designated transfer offices of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were those evidenced by the Receipt or Receipts surrendered. The DepositaryAt the request of a Holder, at its expensethe Depositary shall, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transferssubstituting a certificated Receipt with a Receipt issued through DRS/Profile, combinations or vice versa, execute and split-ups deliver a certificated Receipt or DRS/Profile statement, as the case may be, for any authorized number of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functionsAmerican Depositary Shares requested, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to evidencing the same extent aggregate number of American Depositary Shares as those evidenced by the certificated Receipt or DRS/Profile statement, as the Depositarycase may be, substituted.

Appears in 1 contract

Samples: Deposit Agreement (Signet Group PLC)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject Subject to the terms and conditions of this the Deposit Agreement, shall register transfers the transfer of this Receipt is registrable on its transfer the books from time to time of any Receipt, the Depositary upon surrender, surrender by the Owner hereof, in person or by a duly authorized attorney, at any designated transfer office, of such this Receipt properly endorsed or accompanied by proper instruments of transfer, transfer and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject Subject to the terms and conditions of this the Deposit Agreement, shall, upon surrender of a this Receipt may be split into other Receipts or may be combined with other Receipts for the purpose of effecting a split-up or combination of such into one Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Receipt, the delivery of any distribution thereon or the withdrawal of any Deposited Securities, the Depositary or the Custodian may require payment from the presenter of the Receipt or the depositor of the Shares of a sum sufficient to reimburse it for any tax or other governmental charges and any stock transfer, registration or conversion fee with respect thereto (including any such tax or charges and fee with respect to Shares being deposited or Deposited Securities being withdrawn) and payment of any applicable fee as provided in paragraph (9) of this Receipt, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with such regulations, if any, as the Depositary may establish consistent with the provisions of the Deposit Agreement or this Receipt, including, without limitation, paragraph (25) of this Receipt. The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended and the transfer of Receipts in particular instances may be refused or the registration of transfer of outstanding Receipts generally may be suspended during any period when the transfer books of the Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary, at its expense, may appoint one or more co-transfer agents after consultation with the approval Company to the extent practicable (to the extent it is not practicable for the Depositary to consult with the Company, the Depositary will notify the Company as promptly as practicable after taking such action and explain its reasons for doing so), or the Company at any time or from time to time because of any requirement of law or of any government or governmental or regulatory body or commission, or under any provision of the Company Deposit Agreement, or for any reason subject to paragraph (which approval shall 25) hereof. The surrender of outstanding Receipts and withdrawal of Deposited Securities may not be unreasonably withheldsuspended subject only to (i) for temporary delays caused by closing the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf books of the Depositary. In carrying out its functionsDepositary or the Company or the deposit of Shares in connection with voting at a shareholders' meeting or the payment of dividends, a co-transfer agent may require evidence (ii) the payment of authority fees, taxes and similar charges and (iii) compliance with applicable any U.S. or foreign laws and other requirements by Owners or holders of governmental regulations relating to the Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as withdrawal of the DepositaryDeposited Securities.

Appears in 1 contract

Samples: Deposit Agreement (Axa)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall shall, without unreasonable delay, register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrender, any surrender of a Receipt by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt thereto evidencing the same aggregate number of all certificates, if any, American Depositary Shares as the Depositary or the Company may require in order to comply with any applicable lawsReceipts surrendered. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may appoint, upon at its expenseleast 20 days’ written notice to the Company, may appoint one or more co-transfer agents with agents, reasonably acceptable to the approval of the Company (which approval shall not be unreasonably withheld) Company, for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Such appointment shall not be effective unless each co-transfer agent appointed under this Section 2.04 accepts such appointment in writing and agrees to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

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

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Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Regulation S Deposit Agreement, including payment of the fees of the Depositary as provided in Section 5.09, shall register transfers of Receipts on its transfer books from time to time time, (a) if the book-entry settlement system of DTC is then available for the Book-Entry Regulations S GDSs, upon receipt by the Depositary at its Corporate Trust Office of written instructions from DTC or DTC's nominee on behalf of any ReceiptBeneficial Owner and (b) if the book-entry settlement system of DTC shall become unavailable for the Book-Entry Regulations S GDSs, upon surrendersurrender at the Corporate Trust Office of the Depositary of a Receipt, by the Owner Holder in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by a proper instrument or instruments of transfertransfer (including, in the case of any Receipt in physical, certificated form, the due execution and completion of any endorsements appearing thereon relating to compliance with restrictions applicable to the transfer thereof), and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of AmericaStates. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, any certifications by such person as the Depositary or and the Company may require in order to comply with any applicable laws, but only upon payment to the Depositary of the fees of the Depositary as provided in Section 5.09. The Depositary may deliver a Receipt or Receipts in exchange for an unrestricted depositary receipt or unrestricted depositary receipts, upon the same terms and subject to the same conditions as apply to a deposit for a Receipt under Section 2.02(b). The Depositary, subject to the terms and conditions of this Regulation S Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Regulation S Global Depositary Shares requested, evidencing the same aggregate number of American Regulation S Global Depositary Shares as were evidenced by the Receipt or Receipts surrendered. Notwithstanding the foregoing, with respect to any transfer of a Receipt evidencing Physical Regulation S GDSs, upon the surrender of such Receipt together with written instructions as to the person or persons, or to whose DTC participant account the Physical Regulation S GDSs to be transferred are to be credited, the Depositary will, if at the time DTC's book-entry settlement system is available for Book-Entry Regulations S GDSs, cancel the surrendered Receipt, adjust its records, and instruct DTC to adjust its records, so as to increase the number of Global Depositary Shares represented by the Master GDR by the number of Physical Regulation S GDSs evidenced by the Receipt so surrendered for transfer and inform DTC as to the person or persons, or to whose DTC participant account such Regulation S Global Depositary Shares are to be credited. The Depositary, at its expense, Depositary may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts Holders or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

Samples: Regulation S Deposit Agreement (Randgold Resources LTD)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall without unreasonable delay register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, without unreasonable delay, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expenseafter consultations with the Company to the extent practicable, may appoint one or more co-transfer agents with the approval of reasonably acceptable to the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Each co-transfer agent appointed under this Section 2.04 shall notify in writing the Company and the Depositary that it accepts its appointment as co-transfer agent and agrees to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

Samples: Deposit Agreement (O a O Tatneft)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender at any of its designated transfer offices of a Receipt, by the Owner Holder in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of Americaapplicable law. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender at any of its designated transfer offices of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were those evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, Depositary may appoint one or more co-transfer agents agents, with the approval of Bank's written consent, and shall appoint one or more co-transfer agents at the Company (which approval shall not be unreasonably withheld) Bank's written request, for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts Holders or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary; provided, that any appointment of one or more co-transfer agents shall in no way relieve the Depositary of its obligations to the Bank or the Holders under this Deposit Agreement.

Appears in 1 contract

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

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall shall, without unreasonable delay, register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expenseupon the request or with the approval of the Issuer, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts Receipts, but only to the extent that the Depositary would in similar circumstances be so entitled to require, and will be entitled to protection and indemnity to the same extent as the Depositary. Such co-transfer agents may be removed and substitutes appointed by the Depositary upon the request or with the approval of the Issuer. Each Registrar, co-registrar or co-transfer agent appointed under this Section 2.4 or Section 5.1 (other than The Bank of New York Mellon) shall give notice in writing to the Issuer and the Depositary accepting such appointment.

Appears in 1 contract

Samples: Deposit Agreement (Syngenta Ag)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall without unreasonable delay register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, without unreasonable delay, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Global Depositary Shares requested, evidencing the same aggregate number of American Global Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expenseafter consultations with the Company to the extent practicable, may appoint one or more co-transfer agents with the approval of reasonably acceptable to the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Each co-transfer agent appointed under this Section 2.04 shall notify in writing the Company and the Depositary that it accepts its appointment as co-transfer agent and agrees to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

Samples: Deposit Agreement (O a O Tatneft)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America; provided, however, that the Depositary shall refuse to register any transfer of Receipts if such registration would result in a violation of the ownership restrictions referred to in Section 3.05. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may appoint, upon at its expenseleast 20 days' written notice to the Company, may appoint one or more co-transfer agents with agents, reasonably acceptable to the approval of the Company (which approval shall not be unreasonably withheld) Company, for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. At the request of an Owner, the Depositary shall, for the purpose of substituting a certificated Receipt with a Direct Registration Receipt, or vice versa, execute and deliver a certificated Receipt or a Direct Registration Receipt, as the case may be, for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as those evidenced by the certificated Receipt or Direct Registration Receipt, as the case may be, substituted.

Appears in 1 contract

Samples: Deposit Agreement (Korea Electric Power Corp)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit AgreementAgreement including payment of the fees of the Depositary as provided in Section 5.09, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of Americaapplicable law. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject thereto but only upon payment to receipt of all certificates, if any, as the Depositary or of the Company may require fees of the Depositary as provided in order to comply with any applicable lawsSection 5.09. The Depositary, subject to the terms terns and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expensewith the prior consent of the Company, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) or co-registrars for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent or co-registrar may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

Samples: Deposit Agreement (Newcrest Mining LTD /Fi)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer trans fer books from time to time of any Receipttime, upon surrenderreceipt at the Depositary's Office of proper instruments of transfer or upon any surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, Depositary may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. At the request of an Owner, the Depositary shall, for the purpo se of substituting a certificated Receipt with a Direct Registration Receipt, or vice versa, execute and deliver a certificated Receipt or a Direct Registration Receipt, as the case may be, for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as those evidenced by the certificated Receipt or Direct Registration Receipt, as the case may be, substituted.

Appears in 1 contract

Samples: Deposit Agreement

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrender, any surrender of a Receipt at any of its designated transfer offices by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall shall, as promptly as practicable, execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt thereto evidencing the same aggregate number of all certificates, if any, American Depositary Shares as those evidenced by the Depositary or the Company may require in order to comply with any applicable lawsReceipts surrendered. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts at any of its designated transfer offices for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expenseupon the request or with the approval of the Company, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts Receipts, but only to the extent that the Depositary would be entitled to require such evidence under this Agreement, and will be entitled to protection and indemnity to the same extent as the Depositary. Such co-transfer agents may be removed and substitutes appointed by the Depositary upon the request or with the approval of the Company. Each Registrar, co-registrar or co-transfer agent appointed under this Section 2.4 or Section 5.1 (other than Citibank, N.A.) shall give notice in writing to the Company and the Depositary accepting such appointment.

Appears in 1 contract

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

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall without unreasonable delay, register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, properly endorsed, in the case of such Receipt properly endorsed a certificated Receipt, or accompanied by, or in the case of DRS/Profile Receipts, receipt by the Depositary of, proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver delivery the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, Depositary may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to such Receipts and will be entitled to protection and indemnity indemnity, in each case to the same extent as the Depositary. Such co-transfer agents may be removed and substitutes appointed by the Depositary. Each co-transfer agent appointed under this Section 2.5 (other than the Depositary) shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. At the request of an Owner, the Depositary shall, for the purpose of substituting a certificated Receipt with a Receipt issued through DRS/Profile, or vice versa, execute and deliver a certificated Receipt or DRS/Profile statement, as the case may be, for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as those evidenced by the certificated Receipt or DRS/Profile statement, as the case may be, substituted.

Appears in 1 contract

Samples: Deposit Agreement (New World Development Co LTD /Fi)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receiptpromptly, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, Depositary shall ensure that it has on hand at its expense, all times a sufficient supply of Receipts to meet the demands for transfer. The Depositary may appoint one or more co-transfer agents with approved by the approval of the Company (which approval shall not be unreasonably withheld) Issuer for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection rights and indemnity to the same extent as the Depositary.

Appears in 1 contract

Samples: Deposit Agreement (Activcard Sa)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall without unreasonable delay register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt Receipts surrendered and deliver the same to or upon the order of the person entitled thereto, thereto subject to receipt of all certificates, if any, as any certifications and agreements by such person s the Depositary or and the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expensewith the approval of the Company, may which approval shall not be unreasonably withheld, appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Each co-transfer agent appointed under this Section 2.04 shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

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

Transfer of Receipts; Combination and Split-up of Receipts. The DepositaryRegistrar, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receiptbooks, upon surrenderany surrender to the Principal Office, of the Depositary of a Receipt by the Owner Holder thereof in person or by a duly duly-authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfertransfer (including signature guarantees in accordance with standard industry practice and, in the case of any Receipt, the accurate completion of any endorsements appearing on such Receipt) and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. ThereuponSubject to the terms and conditions of this Deposit Agreement, including payment of the fees set forth in Section 5.09 and Exhibit B hereto, the Depositary shall execute and, if the Depositary's signature is by facsimile, the Registrar shall manually countersign, a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt thereto evidencing the same aggregate number of all certificates, if any, American Depositary Shares as those evidenced by the Depositary or the Company may require in order to comply with any applicable lawsReceipts surrendered. The Depositary, subject to the terms and conditions of this Deposit Agreement, Agreement shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or ReceiptsReceipts and upon payment to the Depositary of the charges set forth in Section 5.09 and in Exhibit B hereto, execute and, if the Depositary's signature is by facsimile, the Registrar shall manually countersign and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expenseupon the request or with the approval of the Company, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts Holders or persons entitled to Receipts thereto and will be entitled to protection and indemnity to the same extent as the Depositary. Such co-transfer agents may be removed and substitutes appointed by the Depositary upon the request or with the approval of the Company. Each co-transfer agent appointed under this Section 2.04 (other than the Depositary) shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Manufacturas De Papel C a Manpa S a C a /Fi)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall without unreasonable delay register transfers on its transfer books from time to time of any ReceiptReceipts, upon surrenderany surrender of a Receipt, by the Owner owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by a proper instrument or instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person Person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Deposit, Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing representing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrenderedSurrendered. The Depositary, at its expense, Depositary may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at as designated transfer offices on behalf of the Depositary. Any such co-transfer agent may be removed upon the reasonable request or with the approval of the Company. Each co-transfer agent appointed under this Section 2.04 shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terns of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons Persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

Samples: Deposit Agreement (Pokphand C P Co LTD /Fi)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary shall ensure at all times it has on hand a sufficient supply of Receipts to meet the demands for transfer. The Depositary, at its expenseafter consultation with the Issuer, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

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

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject Subject to the terms and conditions of this Deposit AgreementAgreement and any Receipt, the Depositary, shall register promptly register, or cause the Registrar to register, transfers of any such Receipt on its transfer books from time to time of any Receiptbooks, upon surrender, any surrender of such Receipt by the Owner Holder thereof in person or by a duly authorized attorney. In the case of a certificated Receipt, of such Receipt shall be properly endorsed or accompanied by proper instruments of transfer, transfer (including signature guarantees in accordance with standard industry practice and the full and accurate completion of any endorsements appearing on such Receipt relating to compliance with the applicable restrictions on transfer thereof) and duly stamped, stamped as may be required by the laws any applicable law of the State of New York and or of the United States or of AmericaGermany. ThereuponIn the case of DRS/Profile Receipts, the Depositary shall have received from the Holder of such DRS/Profile Receipt proper instruments of transfer (including signature guarantees in accordance with standard industry practice). Upon payment to the Depositary of the designated fees and charges, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, any certifications by such person as the Depositary or and the Company may require in order to comply with any applicable laws. The Depositary may close the register at any time or from time to time, when in good faith deemed expedient by it in connection with the performance of its duties hereunder or at the request of the Company. In connection with any split-up or combination of Receipts pursuant to the next paragraph of this Section 2.4, the Depositary, or its Registrar, as the case may be, shall not be obligated to obtain any certification or endorsement otherwise required by the terms of this Deposit Agreement save for such certifications or documents required by standard industry practice. The Depositary, subject to the terms and conditions of this Deposit AgreementAgreement and any Receipt, shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or ReceiptsReceipts and upon payment to the Depositary of the designated fees and charges set forth under Section 5.9 hereof and Article 9 (Charges of Depositary) of the form of Receipt attached hereto as Exhibit A (face), execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts in the name of the same Holder for any authorized number of American Depositary Shares ADSs requested, evidencing the same aggregate number of American Depositary Shares ADSs as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expenseupon prior notification to the Company, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts Holders or persons entitled to such Receipts and will be entitled to protection and indemnity indemnity, in each case to the same extent as the Depositary. Such co-transfer agents may be removed and substitutes appointed by the Depositary, at its expense and upon prior notification to the Company. Each co-transfer agent appointed under this Section 2.4 (other than the Depositary) shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. At the request of a Holder, the Depositary shall, for the purpose of substituting a certificated Receipt with a Receipt issued through DRS/Profile, or vice versa, execute and deliver a certificated Receipt or DRS/Profile statement, as the case may be, for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as those evidenced by the certificated Receipt or DRS/Profile statement, as the case may be, substituted.

Appears in 1 contract

Samples: Deposit Agreement (Infineon Technologies Ag)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Global Deposit Agreement, including payment of the fees of the Depositary as provided in Section 5.09, shall register transfers of Receipts on its transfer books from time to time time, (a) if the book-entry settlement system of DTC is then available for the Book-Entry GDSs, upon receipt by the Depositary at its Corporate Trust Office of written instructions from DTC or DTC’s nominee on behalf of any ReceiptBeneficial Owner and (b) if the book-entry settlement system of DTC shall become unavailable for the Book-Entry GDSs, upon surrendersurrender at the Corporate Trust Office of the Depositary of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by a proper instrument or instruments of transfertransfer (including, in the case of any Receipt in physical, certificated form, the due execution and completion of any endorsements appearing thereon relating to compliance with restrictions applicable to the transfer thereof), and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of AmericaStates. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, any certifications by such person as the Depositary or and the Company may require in order to comply with any applicable laws, but only upon payment to the Depositary of the fees of the Depositary as provided in Section 5.09. The Depositary may deliver a Receipt or Receipts in exchange for an unrestricted depositary receipt or unrestricted depositary receipts, upon the same terms and subject to the same conditions as apply to a deposit for a Receipt under Section 2.02(b). The Depositary, subject to the terms and conditions of this Global Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Global Depositary Shares requested, evidencing the same aggregate number of American Global Depositary Shares as were evidenced by the Receipt or Receipts surrendered. Notwithstanding the foregoing, with respect to any transfer of a Receipt evidencing Physical GDSs, upon the surrender of such Receipt together with written instructions as to the person or persons, or to whose DTC participant account the Physical GDSs to be transferred are to be credited, the Depositary will, if at the time DTC’s book-entry settlement system is available for Book-Entry GDSs, cancel the surrendered Receipt, adjust its records, and instruct DTC to adjust its records, so as to increase the number of Global Depositary Shares represented by the Master GDR by the number of Physical GDSs evidenced by the Receipt so surrendered for transfer and inform DTC as to the person or persons, or to whose DTC participant account such Global Depositary Shares are to be credited. The Depositary, at its expense, Depositary may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

Samples: Global Deposit Agreement (Spark Networks PLC)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers on its transfer books from time to time of any Receiptthe Receipt Register, upon surrenderreceipt at any of its designated transfer offices of proper instruments of transfer or upon any surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute and deliver a new Receipt or Receipts to or upon the order of the person entitled thereto evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable lawsReceipts replaced. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized whole number of American Depositary Shares requested, representing the same aggregate number of American Depositary Shares as the Receipt or Receipts replaced. At the request of an Owner, the Depositary shall, for the purpose of substituting a certificated Receipt with a Direct Registration Receipt, or vice versa, execute and deliver a certificated Receipt or a Direct Registration Receipt, as the case may be, for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were those evidenced by the certificated Receipt or Receipts surrenderedDirect Registration Receipt, as the case may be, substituted. The Depositary, at its expense, Depositary may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

Samples: Deposit Agreement (Vodafone Group Public LTD Co)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall without unreasonable delay register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expenseupon written notice to the Company, may appoint one or more co-transfer agents with the approval of reasonably acceptable to the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Each co-transfer agent appointed under this Section 2.04 shall notify in writing the Company and the Depositary that it accepts its appointment as co-transfer agent and agrees to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

Samples: Deposit Agreement (I Cable Communications LTD)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts Receipts, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered or Receipts surrendered, and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expense, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

Samples: Deposit Agreement (Mayne Group LTD)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers on its transfer books from time to time of any ReceiptReceipts, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts Receipts, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered Receipts surrendered, and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions condition of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, Depositary at its expense, expense may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by holders or Owners or holders of Receipts or persons entitled to Receipts thereto and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

Samples: Deposit Agreement (Woodside Petroleum LTD)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall promptly register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall as promptly as practicable execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts as promptly as practicable for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary shall ensure that it has on hand at all times a sufficient supply of Receipts to meet the demands for transfer.The Depositary, at its expenseupon the written request or with the written approval of the Issuer, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Such co-transfer agents may be removed by the Depositary upon the request or with the written approval of the Issuer and substitutes appointed by the Depositary upon the request or with the written approval of the Issuer. Each co-transfer agent appointed under this Section 2.4 shall give notice in writing to the Issuer and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts Receipts, but only to the extent that the Depositary would in similar circumstances be entitled to so require, and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

Samples: Deposit Agreement (Cambridge Antibody Technology Group PLC)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit AgreementAgreement including payment of the fees of the Depositary as provided in Section 5.09, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of Americaapplicable law. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject thereto but only upon payment to receipt of all certificates, if any, as the Depositary or of the Company may require fees of the Depositary as provided in order to comply with any applicable lawsSection 5.09. The Depositary, subject to the terms terns and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expensewith notice to the Company, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) or co-registrars for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent or co-registrar may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

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

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall without unreasonable delay register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, without unreasonable delay, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expense, may after consultation with the Company appoint one or more co-transfer agents with the approval of reasonably acceptable to the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Each co-transfer agent appointed under this Section 2.04 shall notify in writing the Company and the Depositary that it accepts its appointment as co-transfer agent and agrees to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

Samples: Deposit Agreement (OJSC Gazprom)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by, or in the case of DRS/Profile Receipts receipt by the Depositary of, proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. Upon any change in par value, split-up, cancellation, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the Issuer or to which it is otherwise a party, any securities which shall be received by the Depositary or the Custodian in exchange for, or in conversion of or replacement or otherwise in respect of, such Deposited Securities shall, to the extent permitted by law, be treated as new Deposited Securities under this Deposit Agreement, and the Receipts shall, subject to the provisions of this Deposit Agreement and applicable law, evidence American Depositary Shares representing the right to receive such additional securities. Alternatively, the Depositary may, with the Issuer’s approval, and shall, if the Issuer shall so request, subject to the terms of the Deposit Agreement and receipt of an opinion of counsel to the Issuer, furnished at the expense of the Issuer, satisfactory to the Depositary that such distributions are not in violation of any applicable laws or regulations, execute and deliver additional Receipts as in the case of a stock dividend on the Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts, in either case, as well as in the event of newly deposited Shares, with necessary modifications to the form of Receipt contained in Exhibit A hereto, specifically describing such new Deposited Securities and/or corporate change. The Issuer agrees to, jointly with the Depositary, amend the Registration Statement on Form F-6 as filed with the Commission to permit the issuance of such new form of Receipts. Notwithstanding the foregoing, in the event that any security so received may not be lawfully distributed to some or all Owners, the Depositary may, with the Issuer’s approval, and shall, if the Issuer requests, subject to receipt of an opinion of counsel to the Issuer, furnished at the expense of the Issuer, satisfactory to the Depositary that such action is not in violation of any applicable laws or regulations, sell such securities at public or private sale, at such place or places and upon such terms as it may deem proper and may allocate the net proceeds of such sales (net of (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) for the account of the Owners otherwise entitled to such securities upon an averaged or other practicable basis without regard to any distinctions among such Owners and distribute the net proceeds so allocated to the extent practicable as in the case of a distribution received in cash pursuant to Section 4.1. Except in the case of its expensegross negligence or bad faith, the Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such securities available to Owners in general or to any Owner in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or (iii) any liability to the purchaser of such securities. The Depositary may, upon at least 20 days’ prior written notice to the Issuer, appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. The Depositary shall require that each co-transfer agent it appoints under this Section 2.4 give written notice to the Depositary and the Issuer accepting such appointment and agreeing to abide by the applicable terms of this Deposit Agreement. At the request of an Owner, the Depositary shall, for the purpose of substituting a certificated Receipt with a Receipt issued through DRS/Profile, or vice versa, execute and deliver a certificated Receipt or DRS/Profile statement, as the case may be, for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as those evidenced by the certificated Receipt or DRS/Profile statement, as the case may be, substituted.

Appears in 1 contract

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

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderreceipt at the Depositary's Office of proper instruments of transfer or upon any surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, Depositary may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. At the request of an Owner, the Depositary shall, for the purpose of substituting a certificated Receipt with a Direct Registration Receipt, or vice versa, execute and deliver a certificated Receipt or a Direct Registration Receipt, as the case may be, for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as those evidenced by the certificated Receipt or Direct Registration Receipt, as the case may be, substituted.

Appears in 1 contract

Samples: Deposit Agreement (Public Joint Stock Co Southern Telecommunicat Co/Adr)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers on its transfer books from time to time of any Receipt, upon surrender, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, as may be required by the laws of the State of New York and of the United States of America. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, may appoint one or more co-co- transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

Samples: Deposit Agreement (Axa)

Transfer of Receipts; Combination and Split-up of Receipts. The DepositaryTrustee, subject to the terms and conditions of this Deposit Trust Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Round-lot of 100 Receipts or any integral multiple thereof, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary Trustee shall execute a new Receipt or Round-lot of 100 Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject thereto in amounts equal to receipt of all certificates, if any, as the Depositary a Round-lot Receipts or the Company may require in order to comply with any applicable lawsintegral multiples thereof. The DepositaryTrustee, subject to the terms and conditions of this Deposit Trust Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose purposes of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary deliver one or the Company may require in order to comply with any applicable laws, a more new Receipt or Round-lot Receipts for any authorized number of American Depositary Shares Receipts requested, evidencing the same aggregate number of American Depositary Shares Receipts as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, Trustee may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the DepositaryTrustee. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the DepositaryTrustee.

Appears in 1 contract

Samples: Depositary Trust Agreement (Merrill Lynch Pierce Fenner & Smith Inc)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any ReceiptReceipts, upon surrenderany surrender thereofof a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt thereto representing the same aggregate number of all certificates, if any, American Depositary Shares as those evidenced by the Depositary or the Company may require in order to comply with any applicable lawsReceipts surrendered. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split---up or combination combina­tioncombination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing representingevidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expensewith the Issuer's approval, may appoint one or more co---transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split---ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co---transfer agent may require evidence of authority and compliance with applicable laws and other requirements by holders or Owners or holders of Receipts or persons entitled to theretoto Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. The Depositary agrees to notify the Issuer of the appointment of any co-transfer agent under this Section 2.04.

Appears in 1 contract

Samples: Deposit Agreement (Australia & New Zealand Banking Group LTD)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers on its transfer books from time to time of any ReceiptReceipts, upon surrenderany surrender of a Receipt, by the Owner Holder in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, issue a new Receipt or Receipts through the Direct Registration System, or, if specifically requested, in certificated form, for any authorized number of American Depositary Shares requested, representing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary may close the transfer books at any time or from time to time, when deemed expedient by it in its reasonable judgment in connection with the performance of its duties hereunder. At the request of a Holder, the Depositary shall, for the purpose of substituting a certificated Receipt with a Direct Registration Receipt, or vice versa, execute and deliver a certificated Receipt or issue a Direct Registration Receipt, as the case may be, for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were those evidenced by the certificated Receipt or Receipts surrendered. The DepositaryDirect Registration Receipt, at its expense, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositarycase may be, substituted.

Appears in 1 contract

Samples: Deposit Agreement (Aktiebolaget Electrolux)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall without unreasonable delay register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrender, any surrender of a Receipt at any of its designated transfer offices by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person person(s) entitled thereto, subject to receipt thereto evidencing the same aggregate number of all certificates, if any, American Depositary Shares as those evidenced by the Depositary or the Company may require in order to comply with any applicable lawsReceipts surrendered. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, without unreasonable delay, upon surrender of a Receipt or Receipts at any of its designated transfer offices for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expenseafter consultations with the Company to the extent practicable, may appoint one or more co-transfer agents with the approval of reasonably acceptable to the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Each co-transfer agent appointed under this Section 2.04 shall notify in writing the Company and the Depositary that it accepts its appointment as co-transfer agent and agrees to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

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

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject . The Depositary shall have available at all times a sufficient supply of Receipts to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable lawsmeet demand for transfers. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expensewith written notice to the Company, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Such co-transfer agents may be removed by the Depositary with written notice to the Company and substitutes appointed by the Depositary with written notice to the Company. Each co-transfer agent appointed under this Section 2.04 shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

Samples: Deposit Agreement (Adidas Salomon Ag /Fi)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing representing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may appoint, at its expenseand shall be responsible for, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the DepositaryDepositary and shall give notice of such appointment to the Issuer. Any co-transfer agent shall be subject at all times and in all respects to the directions of the Depositary and shall be solely responsible to it. The Depositary shall be responsible for the performance of such actions by any such co-transfer agents to the same extent as if the Depositary performed such actions. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. Such co-transfer agents may be removed at the request of the Issuerby the reasonable request of the Issuer. Each co-transfer agent under this Section 2.4 (other than the Depositary) shall give notice in writing to the Depositary accepting such appointment and agreeing to abide by the applicable terms of the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Telecom Corp of New Zealand LTD)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, upon at its expenseleast 20 days' prior written notice to the Company, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. The Depositary may remove a co-transfer agent upon at least 20 days' prior written notice to the Company. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary. The Depositary shall require each co-transfer agent it appoints under this Deposit Agreement to give notice in writing to the Depositary accepting that appointment and agreeing to abide by the applicable terms of this Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Linktone LTD)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall shall, without unreasonable delay, register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by a proper instrument or instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of AmericaStates. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, evidencing the same aggregate number of American Depositary Shares as those evidenced by the Receipts surrendered, subject to receipt of all certificates, if any, any certifications by such person as the Depositary or and the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may, at its expenseafter consultation with the Company, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Each co-transfer agent appointed under this Section 2.04 shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

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

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit AgreementAgreement and any Receipt, shall register promptly register, or cause the Registrar to register, transfers of any such Receipt on its transfer books from time to time of any Receiptbooks, upon surrender, any surrender of such Receipt by the Owner Holder thereof in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfertransfer (including signature guarantees in accordance with standard industry practice and, in the case of any Receipt in physical, certificated form, the full and accurate completion of any endorsements appearing on such Receipt relating to compliance with the applicable restrictions on transfer thereof) and duly stamped, stamped as may be required by the laws any applicable law of the State of New York and or of the United States or of AmericaBrazil. ThereuponUpon payment to the Depositary of the fees and charges set forth in Section 5.9 hereto, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, any certifications by such person as the Depositary or and the Company Companies may require in order to comply with any applicable laws. The Depositary may close the register 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 request of the Companies. In connection with any split-up or combination of Receipts pursuant to this paragraph, the Depositary shall not be obligated to obtain any certification or endorsement otherwise required by the terms of this Deposit Agreement. The Depositary, subject to the terms and conditions of this Deposit AgreementAgreement and any Receipt, shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or ReceiptsReceipts and upon payment to the Depositary of the fees and charges set forth in Section 5.9, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts in the name of the same Holder for any authorized number of American Depositary Shares GDSs requested, evidencing the same aggregate number of American Depositary Shares GDSs as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

Samples: Deposit Agreement (Unibanco Holdings Sa)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers on its transfer books from time to time of any Receiptthe Receipt register, upon surrenderreceipt at any of its designated transfer offices of proper instruments of transfer or upon any surrender of a Receipt, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America. Thereupon, Thereupon the Depositary shall execute and deliver a new Receipt or Receipts to or upon the order of the person entitled thereto evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable lawsReceipts replaced. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized whole number of American Depositary Shares requested, representing the same aggregate number of American Depositary Shares as the Receipt or Receipts replaced. At the request of an Owner, the Depositary shall, for the purpose of substituting a certificated Receipt with a Direct Registration Receipt, or vice versa, execute and deliver a certificated Receipt or a Direct Registration Receipt, as the case may be, for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were those evidenced by the certificated Receipt or Receipts surrenderedDirect Registration Receipt, as the case may be, substituted. The Depositary, at its expense, Depositary may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

Samples: Deposit Agreement (Vodafone Airtouch Public Limited Co)

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers of Receipts on its transfer books from time to time of any Receipttime, upon surrenderany surrender of a Receipt, by the Owner Holder in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, stamped as may be required by the laws of the State of New York and of the United States of America; provided, however, that the Depositary will refuse to register any transfer of American Depositary Shares evidenced by Receipts if such registration would result in a violation of the ownership restrictions referred to in Section 3.05. Thereupon, Thereupon the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The DepositaryDepositary may appoint, upon at its expenseleast 20 days' written notice to the Company, may appoint one or more co-transfer agents with the approval of reasonably acceptable to the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts Holders or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

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

Transfer of Receipts; Combination and Split-up of Receipts. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers on its transfer books from time to time of any Receipt, upon surrender, by the Owner in person or by a duly authorized attorney, of such Receipt properly endorsed or accompanied by proper instruments of transfer, and duly stamped, as may be required by the laws of the State of New York and of the United States of America. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt surrendered and deliver the same to or upon the order of the person entitled thereto, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws. The Depositary, subject to the terms and conditions of this Deposit Agreement, shall, upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver, subject to receipt of all certificates, if any, as the Depositary or the Company may require in order to comply with any applicable laws, deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as were evidenced by the Receipt or Receipts surrendered. The Depositary, at its expense, may appoint one or more co-transfer agents with the approval of the Company (which approval shall not be unreasonably withheld) for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or holders of Receipts or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

Appears in 1 contract

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

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