Common use of Transfers, Split-ups and Combinations; Limitations Clause in Contracts

Transfers, Split-ups and Combinations; Limitations. This Receipt is transferable on the books of the Depositary by the Holder hereof in person or by duly authorized attorney, upon surrender of this Receipt at any designated transfer office properly endorsed or accompanied by proper instruments of transfer and duly stamped as may be required by applicable law; provided that the Depositary may close the transfer books, at any time or from time to time, with the Company's approval, when deemed expedient by it in connection with the performance of its duties under the Deposit Agreement or at the request of the Company. 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 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 or withdrawal of any Deposited Securities, the Depositary or the Custodian may require payment of a sum sufficient to reimburse it for any tax or other governmental charge with respect thereto, any stock transfer or registration fees in effect for the registration of transfers of Shares or other Deposited Securities upon any applicable register and any applicable fees as provided in paragraph (6) on the face 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 generally or against deposits of particular Shares 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 (21) of this Receipt. The Depositary may refuse to deliver Receipts, register the transfer of any Receipt, or make any distribution of, or related to, Deposited Securities until it or the Custodian has received such proof of citizenship, residence, exchange control approval, legal or beneficial ownership or other information as it may deem necessary or proper or as the Company may require by written request to the Depositary or Custodian. After consultation with the Company, the delivery of Receipts against the deposits of Shares may be suspended or withheld, registration of transfer or surrender of Receipts may be refused or suspended, in particular instances or generally during any period when the transfer books of the Depositary, the Company or any Share Registrar (as defined in the Deposit Agreement) 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 subject to paragraph (21) hereof. The surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended subject 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 laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, the Depositary will not knowingly accept for deposit under the Deposit Agreement any Shares required to be registered pursuant to the provisions of the United States Securities Act of 1933, unless a registration statement is in effect as to such Shares.

Appears in 8 contracts

Samples: Deposit Agreement (Mitchells & Butlers PLC), Deposit Agreement (Intercontinental Hotels Group PLC), Deposit Agreement (Mitchells & Butlers PLC)

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Transfers, Split-ups and Combinations; Limitations. This Receipt is transferable on the books of the Depositary by the Holder hereof in person or by duly authorized attorney, upon surrender of this Receipt at any designated transfer office properly endorsed or accompanied by proper instruments of transfer and duly stamped as may be required by applicable law; provided that the Depositary may close the transfer books, at any time or from time to time, after consultation with the Company's approval, when deemed expedient by it in connection with the performance of its duties under the Deposit Agreement or at the request of the Company. 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 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 or transfer and withdrawal of any Deposited Securities, the Depositary or the Custodian may require payment from the presentor of the Receipt or the depositor of the Shares of a sum sufficient to reimburse it for any tax or other governmental charge with respect theretothereto (including any such tax or charge with respect to Shares being deposited, Receipts being issued or Deposited Securities being withdrawn), and any stock transfer or registration fees in effect for the registration of transfers of Shares or other Deposited Securities upon any applicable register and any applicable fees as provided in paragraph (6) on the face of this Receipt, and may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require generally or against deposits of particular Shares 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 (21) of this ReceiptAgreement. The Depositary may refuse to deliver Receipts, register the transfer of any Receipt, or make any distribution of, or related to, Deposited Securities until it or the Custodian has received such proof of citizenship, residence, exchange control approval, legal or beneficial ownership or other information as it may deem necessary or proper to enable it to perform its obligations under the Deposit Agreement or as the Company may require by written request to the Depositary or Custodian. After consultation with the Company, if practicable, the delivery of Receipts against the deposits of Shares may be suspended or withheld, registration of transfer or surrender of Receipts may be refused or suspended, in particular instances or generally during any period when the transfer books of the Depositary, the Receipt Registrar, the Company or any Share Registrar (as defined in the Deposit Agreement) 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 subject to paragraph (21) hereofbecause of any requirement of law or of any government or governmental authority or body or commission, or any provision of the Deposit Agreement. The Notwithstanding the foregoing, 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 Depositary, or the Company or the deposit of Shares in connection with voting at a Shareholdersshareholders' Meeting, meeting or the payment of dividends or the conversion or redemption of Shares (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, the Depositary will not knowingly accept for deposit under the Deposit Agreement any Shares required to be registered pursuant to the provisions of the United States Securities Act of 1933, unless a registration statement is in effect as to such Shares.

Appears in 2 contracts

Samples: Deposit Agreement (Signet Group PLC), Deposit Agreement (Signet Group PLC)

Transfers, Split-ups and Combinations; Limitations. This Receipt is transferable on the books of the Depositary by the Holder hereof in person or by duly authorized attorney, until the transfer books of the Depositary are closed as set forth in paragraph (4) of this Receipt, upon surrender of this Receipt at any designated transfer office properly endorsed or accompanied by proper instruments of transfer and duly stamped as may be required by applicable law; provided provided, however, that the Depositary may close the transfer books, books (a) after consultation with the Company at any time or from time to time, with the Company's approval, when deemed expedient by it in connection with the performance of its duties under the Deposit Agreement or (b) at the request of the Company. This Except as set forth above, 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 the Receipt or Receipts surrendered. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt or transfer and withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment of a sum sufficient to reimburse it for any tax tax, duty or other governmental charge (including, without limitation, amounts in respect of any applicable stamp taxes) payable with respect thereto, any stock share transfer or registration fees in effect for the registration or registration of transfers of Shares generally on the register of the Share Registrar (or other Deposited Securities upon of any applicable register and co-registrar); (ii) payment of any applicable fees as provided in paragraph (6) on the face of this Receipt, may require ; (iii) the production of proof satisfactory to it as to the identity and genuineness of any signature signature; and may also require generally or against deposits of particular Shares (iv) 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 (21) of this ReceiptAgreement. The Depositary may refuse to deliver Deposited Securities or Receipts, register the transfer of any Receipt, or make any distribution of, or related to, Deposited Securities until it or the Custodian has received such proof of citizenship, residence, exchange control approval, legal or beneficial ownership or other information as it may deem necessary or proper or as the Company may require by written request to the Depositary or the Custodian. After consultation with the CompanyThe delivery of Receipts against deposits of Shares generally may be suspended, or the delivery of Receipts against the deposits of particular Shares may be suspended or withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer or surrender of outstanding Receipts generally may be refused or suspended, in particular instances or generally during any period when the transfer books of the Depositary, the Company or any Share Registrar (as defined in the Deposit Agreement) Depositary 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 this Receipt or the Deposit Agreement or for any other reason. Notwithstanding any provision of this Receipt or the Deposit Agreement to the contrary, Holders shall be entitled to withdraw Deposited Securities subject only to the conditions set forth in paragraph I (A) (1) of the General Instructions (or any successor provisions thereto), as in effect from time to time, to Form F-6 as prescribed by the Commission under the Securities Act of 1933. The Depositary may issue Receipts against rights to receive Shares from the Company (or the appointed agent of the Company for transfer and registration of Shares, which may, but need not, be the Share Register). No such issue of Receipts will be deemed a “Pre-release” that is subject to paragraph (21) hereofthe restrictions of the following paragraph. Neither the Depositary nor the Custodian will lend Shares or Deposited Securities held under the Deposit Agreement except to the extent contemplated by the following sentence. The surrender Depositary may (but is not required to) issue from time to time Receipts prior to the delivery to it or the Custodian for deposit, pursuant to Section 2.02 of outstanding the Deposit Agreement, of the Shares in respect of which such Receipts and withdrawal are issued (each such issue a “Pre-release”). The Depositary will not make a Pre-release of Deposited Securities may not be suspended subject any Receipts (each a “Pre-released Receipt”) unless (a) the person to, or upon the order of, which Pre-released Receipts are delivered is obligated to (i) temporary delays caused by closing the transfer books of deliver to the Depositary or the Company or Custodian either (i) the deposit same number of Shares as the Shares represented by such Pre-released Receipts or (ii) Receipts representing the same number of Shares as are represented by such Pre-released Receipts; and (b) the obligation of such person to deliver Shares (or a Receipt or Receipts in lieu thereof) pursuant to clause (a) shall, at all times, be fully collateralized with cash or United States government securities. The Depositary intends to Pre-release Receipts only pursuant to agreements that contain provisions whereby the person to whom a Pre-release is made represents and warrants that, at the time of the Pre-release, such person, or its customer, is the owner of the Shares for each Receipt that is the subject of the Pre-release. In addition, it is the Depositary’s standard practice with respect to such Pre-releases (x) to enter into an agreement with the person seeking to engage in such a transaction providing that the Pre-release be terminable by the Depositary on not more than five (5) business days’ notice and subject to such further indemnities and credit regulations as the Depositary deems appropriate; (y) to limit the number of Receipts involved in such transactions at any one time to thirty percent (30%) of the Receipts outstanding (without giving effect to Pre-released Receipts outstanding under Section 2.09 of the Deposit Agreement), or Shares held under the terms of the Receipts, provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate; and (z) to set limits with respect to the number of Receipts involved in Pre-releases to be done with any one person on a case by case basis as it deems appropriate. Collateral held pursuant to clause (b) above shall be held by the Depositary for the benefit of the Holders of Receipts. The Depositary may, however, retain for its own account any earnings thereon and any other compensation received by it in connection with voting at a Shareholders' Meeting, or the payment issuance of dividends (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited SecuritiesPre-released Receipts. Without limitation of the foregoing, the Depositary will not knowingly accept for deposit under the Deposit Agreement any Shares required to be registered pursuant to which (a) if sold by the provisions of Holder thereof in the United States (as defined in Regulation S under the Securities Act of 1933, ) would be subject to the registration provisions of the Securities Act of 1933 unless a registration statement is in effect as to such Shares or the sale of such Shares would be exempt from such provisions or (b) would thereby infringe any provisions of the Articles. The Depositary may accept Shares which the Depositary believes have been withdrawn from a restricted American depositary receipt facility established or maintained by a depositary bank for deposit only if such Shares have been acquired in a transaction (i) registered under the Securities Act of 1933, (ii) in compliance with Regulation S under the Securities Act of 1933, or (iii) in accordance with Rule 144 under the Securities Act of 1933, and the Depositary may, as a condition to accepting the deposit of such Shares, require the person depositing such Shares to provide the Depositary with a certificate in writing to the foregoing effect. The Depositary will comply with written instructions of the Company not to accept for deposit under the Deposit Agreement any Shares identified in such instructions at such times and under such circumstances as may be reasonably specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States.

Appears in 2 contracts

Samples: Deposit Agreement (Scottish & Southern Energy PLC /Fi), Deposit Agreement (Scottish & Southern Energy PLC /Fi)

Transfers, Split-ups and Combinations; Limitations. This Receipt is transferable on the books of the Depositary by the Holder hereof in person or by duly authorized attorney, upon surrender of this Receipt Receipt, without unreasonable delay, at any designated transfer office properly endorsed or accompanied by proper instruments of transfer and duly stamped as may be required by applicable law; the laws of the State of New York and the United States of America, provided that the Depositary may close the transfer books, at any time or from time to time, with the Company's approval, when deemed expedient necessary or advisable by it in connection with the performance of its duties under the Deposit Agreement or at the request of the Company. 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 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 or transfer and withdrawal of any Deposited Securities, the Depositary or the Custodian may require payment (or, with respect to any applicable stamp taxes, evidence satisfactory to the Depositary that any such amounts have been fully paid) from the presenter of the Receipt or the depositor of Shares of a sum sufficient to reimburse it for any tax tax, duty or other governmental charge payable with respect theretothereto (including any such tax, duty or charge with respect to Shares being deposited, to the Receipts being issued or to Deposited Securities being withdrawn) and any stock transfer or registration fees in effect for the registration of transfers of Shares generally on the share register of the Company (or other Deposited Securities upon any applicable register the appointed agent of the Company for transfer and registration of Shares, which may but need not be the Share Registrar) and payment of any applicable fees as provided in paragraph (6) on the face of this Receiptherein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require generally or against deposits of particular Shares compliance with such reasonable regulations, if any, as the Depositary may establish consistent with the provisions of the Deposit Agreement or this Receipt, including, without limitation, paragraph (21) of this ReceiptAgreement. The Depositary may refuse to execute and deliver Receipts, register the transfer of any Receipt, or make any distribution of, or related to, Deposited Securities until it or the Custodian has received such proof of citizenship, residence, exchange control approval, legal or beneficial ownership or other information as it may deem necessary or proper or as the Company may require by written request to the Depositary or the Custodian. After consultation with the Company, the The delivery of Receipts against the deposits of Shares generally or against deposits of particular Shares may be suspended suspended, or withheld, registration of the transfer or surrender of Receipts may be refused or suspended, in particular instances may be refused, or the transfer or surrender of outstanding Receipts generally may be suspended, during any period when the transfer books of the Depositary, Depositary or the Company or any Share Registrar (as defined in the Deposit Agreement) are closed 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 paragraph (21) the provisions of Paragraph 15 hereof. The surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended subject 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 laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, the Depositary will shall not knowingly accept for deposit under the Deposit Agreement any Shares that (a) if sold by the holder thereof in the United States or its territories, would be required to be registered pursuant to under the provisions of the United States Securities Act of 1933, unless a registration statement is in effect as to such Shares, or (b) would thereby infringe any provision of the Articles. The Depositary will use its reasonable commercial efforts to comply with written instructions of the Company not to accept for deposit under the Deposit Agreement any Shares identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States.

Appears in 1 contract

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

Transfers, Split-ups and Combinations; Limitations. This Receipt is transferable on the books of the Depositary by the Holder hereof in person or by duly authorized attorney, until the transfer books of the Depositary are closed as set forth in paragraph (4) of this Receipt, upon surrender of this Receipt at any designated transfer office properly endorsed or accompanied by proper instruments of transfer and duly stamped as may be required by applicable law; provided provided, however, that the Depositary may close the transfer books, books (a) after consultation with the Company at any time or from time to time, with the Company's approval, when deemed expedient by it in connection with the performance of its duties under the Deposit Agreement or (b) at the request of the Company. This Except as set forth above, 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 the Receipt or Receipts surrendered. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt or transfer and withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment of a sum sufficient to reimburse it for any tax tax, duty or other governmental charge (including, without limitation, amounts in respect of any applicable stamp taxes) payable with respect thereto, any stock share transfer or registration fees in effect for the registration or registration of transfers of Shares generally on the register of the Share Registrar (or other Deposited Securities upon of any applicable register and co-registrar); (ii) payment of any applicable fees as provided in paragraph (6) on the face of this Receipt, may require ; (iii) the production of proof satisfactory to it as to the identity and genuineness of any signature signature; and may also require generally or against deposits of particular Shares (iv) compliance with such reasonable regulations, if any, as the Depositary may establish consistent with the provisions of the Deposit Agreement or this Receipt, including, without limitation, paragraph (21) of this ReceiptAgreement. The Depositary may refuse to deliver Deposited Securities or Receipts, register the transfer of any Receipt, or make any distribution of, or related to, Deposited Securities until it or the Custodian has received such proof of citizenship, residence, exchange control approval, legal or beneficial ownership or other information as it may deem necessary or proper or as the Company may require by written request to the Depositary or the Custodian. After consultation with the CompanyThe delivery of Receipts against deposits of Shares generally may be suspended, or the delivery of Receipts against the deposits of particular Shares may be suspended or withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer or surrender of outstanding Receipts generally may be refused or suspended, in particular instances or generally during any period when the transfer books of the Depositary, the Company or any Share Registrar (as defined in the Deposit Agreement) Depositary 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 the Articles, relevant law or of any government or governmental body or commission or any securities exchange on which the American Depositary Shares or Shares are listed. Notwithstanding any provision of this Receipt or the Deposit Agreement to the contrary, Holders shall be entitled to withdraw Deposited Securities subject only to the conditions set forth in paragraph I(A)(1) of the General Instructions (or any successor provisions thereto), as in effect from time to time, to Form F-6 as prescribed by the Commission under the Securities Act of 1933. The Depositary may issuedeliver Receipts against rights to receive Shares from the Company (or any agent of the Company recording Share ownership). No such issue of Receipts will be deemed a "“Pre-Release"” subject to paragraph the restrictions of the following paragraph. Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (21) hereof"“Pre-Release"”). The surrender Depositary may, pursuant to Section 2.05 of outstanding the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and withdrawal of Deposited Securities may not agreement from the person to whom Receipts are to be suspended subject to delivered (the "“Pre-Releasee"”) that the Pre-Releasee, or its customer, (i) temporary delays caused by closing owns the transfer books of Shares or Receipts to be remitted, as the Depositary or the Company or the deposit of Shares in connection with voting at a Shareholders' Meetingcase may be, or the payment of dividends (ii) assigns all beneficial rights, title and interest in such Shares or Receipts, as the payment case may be, to the Depositary in its capacity as such and for the benefit of fees, taxes and similar chargesthe Holders, and (iii) compliance will not take any action with respect to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or Receipts, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided, however, that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee'’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee'’s obligation to deliverydeliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. The Depositary agrees to maintain or cause its agents to maintain records of all Receipts surrendered and Deposited Securities withdrawn under Section 2.05 of the Deposit Agreement, substitute Receipts delivered under Section 2.07 of the Deposit Agreement, and of cancelled or destroyed Receipts under Section 2.08 of the Deposit Agreement, in keeping with the procedures ordinarily followed by stock transfer agents located in The City of New York or as required by the laws or governmental regulations relating governing the Depositary. Prior to destroying anythe destruction of such records, the Depositary will notify the Company and will turn such records over to the Receipts or to the withdrawal of the Deposited SecuritiesCompany upon its request. Without limitation of the foregoing, the Depositary will not knowingly accept for deposit under the Deposit Agreement any Shares required to be registered pursuant to which (a) if sold by the provisions of Holder thereof in the United States (as defined in Regulation S under the Securities Act of 1933, ) would be subject to the registration provisions of the Securities Act of 1933 unless a registration statement is in effect as to such Shares or the sale of such Shares would be exempt from such provisions or (b) would thereby infringe any provisions of the Articles. The Depositary may accept Shares which the Depositary believes have been withdrawn from a restricted American depositary receipt facility established or maintained by a depositary bank for deposit only if such Shares have been acquired in a transaction (i) registered under the Securities Act of 1933, (ii) in compliance with Regulation S under the Securities Act of 1933, or (iii) in accordance with Rule 144 under the Securities Act of 1933, and the Depositary may, as a condition to accepting the deposit of such Shares, require the person depositing such Shares to provide the Depositary with a certificate in writing to the foregoing effect; provided, however, the Depositary will not accept Shares for deposit that are (x) either being deposited during the restricted period applicable to such Shares under Regulation S or (y) "”restricted securities"” within the meaning of Rule 144A(a)(3). The Depositary will comply with written instructions of the Company not to accept for deposit under the Deposit Agreement any Shares identified in such instructions at such times and under such circumstances as may be reasonably specified in such instructions in order to facilitate the Company'’s compliance with the securities laws of the United States or the implementation of the provisions of the Relevant Article, as more fully described in Section 3.04 of the Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (International Power PLC)

Transfers, Split-ups and Combinations; Limitations. This Receipt is transferable on the books of the Depositary by the Holder hereof in person or by a duly authorized attorney, until the transfer books of the Depositary are closed as set forth in paragraph (4) of this Receipt, upon surrender of this Receipt at any designated transfer office properly endorsed or accompanied by proper instruments of transfer and duly stamped as may be required by applicable law; provided provided, however, that the Depositary may close the transfer books, books (a) after consultation with the Company at any time or from time to time, with the Company's approval, when deemed expedient by it in connection with the performance of its duties under the Deposit Agreement or (b) at the request of the Company. This Except as set forth above, 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 the Receipt or Receipts surrendered. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt or transfer and withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment of a sum sufficient to reimburse it for any tax tax, duty or other governmental charge (including, without limitation, amounts in respect of any applicable stamp taxes) payable with respect thereto, any stock share transfer or registration fees in effect for the registration or registration of transfers of Shares generally on the register of the Share Registrar (or other Deposited Securities upon of any applicable register and co-registrar); (ii) payment of any applicable fees as provided in paragraph (6) on the face of this Receipt, may require ; (iii) the production of proof satisfactory to it as to the identity and genuineness of any signature signature; and may also require generally or against deposits of particular Shares (iv) 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 (21) of this ReceiptAgreement. The Depositary may refuse to deliver Deposited Securities or Receipts, register the transfer of any Receipt, or make any distribution of, or related to, Deposited Securities until it or the Custodian has received such proof of citizenship, residence, exchange control approval, legal or beneficial ownership or other information as it may deem necessary or proper or as the Company may require by written request to the Depositary or the Custodian. After consultation with the CompanyThe delivery of Receipts against deposits of Shares generally may be suspended, or the delivery of Receipts against the deposits of particular Shares may be suspended or withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer or surrender of outstanding Receipts generally may be refused or suspended, in particular instances or generally during any period when the transfer books of the Depositary, the Company or any Share Registrar (as defined in the Deposit Agreement) Depositary 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 subject because of any requirement of law or of any government or governmental body or commission or under any provision of this Receipt or the Deposit Agreement or for any other reason. Notwithstanding any provision of this Receipt or the Deposit Agreement to paragraph (21) hereof. The surrender of outstanding Receipts and withdrawal of the contrary, Holders shall be entitled to withdraw Deposited Securities may not be suspended subject only to the conditions set forth in paragraph I (iA) temporary delays caused by closing the transfer books (1) of the Depositary General Instructions (or any successor provisions thereto), as in effect from time to time, to Form F-6 as prescribed by the Company or Commission under the deposit Securities Act 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 laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities1933. Without limitation of the foregoing, the Depositary will not knowingly accept for deposit under the Deposit Agreement any Shares required to be registered pursuant to which (a) if sold by the provisions of Holder thereof in the United States (as defined in Regulation S under the Securities Act of 1933, ) would be subject to the registration provisions of the Securities Act of 1933 unless a registration statement is in effect as to such Shares or the sale of such Shares would be exempt from such provisions or (b) would thereby infringe any provisions of the Articles. The Depositary may accept Shares which the Depositary believes have been withdrawn from a restricted American depositary receipt facility established or maintained by a depositary bank for deposit only if such Shares have been acquired in a transaction (i) registered under the Securities Act of 1933, (ii) in compliance with Regulation S under the Securities Act of 1933, or (iii) in accordance with Rule 144 under the Securities Act of 1933, and the Depositary may, as a condition to accepting the deposit of such Shares, require the person depositing such Shares to provide the Depositary with a certificate in writing to the foregoing effect. The Depositary will comply with written instructions of the Company not to accept for deposit under the Deposit Agreement any Shares identified in such instructions at such times and under such circumstances as may be reasonably specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States.

Appears in 1 contract

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

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Transfers, Split-ups and Combinations; Limitations. This Receipt is transferable on the books of the Depositary by the Holder hereof in person or by duly authorized attorney, upon surrender of this Receipt at any designated transfer office properly endorsed or accompanied by proper instruments of transfer and duly stamped as may be required by applicable law; provided provided, that the Depositary may close the transfer books, books (a) after consultation with the Company at any time or from time to time, with the Company's approval, when deemed expedient by it in connection with the performance of its duties under the Deposit Agreement or (b) at the request of the Company. This Except as set forth above, 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 the Receipt or Receipts surrendered. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt or or, subject to the third sentence of paragraph (2), transfer and withdrawal of any Deposited Securities, the Depositary or the Custodian may require (i) payment of a sum sufficient to reimburse it for any tax tax, duty or other governmental charge (including, without limitation, amounts in respect of any applicable stamp taxes) payable with respect thereto, any stock share transfer or registration fees in effect for the registration or registration of transfers of Shares or other Deposited Securities upon any applicable generally on the share register and of the Company; (ii) payment of any applicable fees as provided in paragraph (67) on the face of this Receipt, may require ; (iii) the production of proof satisfactory to it as to the identity and genuineness of any signature signature; and may also require generally or against deposits of particular Shares (iv) 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 (21) of this ReceiptAgreement. The Depositary may refuse to deliver Deposited Securities or Receipts, register the transfer of any Receipt, or make any distribution of, or related to, Deposited Securities until it or the Custodian has received such proof of citizenship, residence, exchange control approval, legal or beneficial ownership or other information as it may deem necessary or proper or as the Company may require by written request to the Depositary or the Custodian. After consultation with the CompanyThe delivery of Receipts against deposits of Shares generally may be suspended, or the delivery of Receipts against the deposits of particular Shares may be suspended or withheld, or the registration of transfer or surrender of Receipts may be refused or suspended, in particular instances may be refused, or the registration of transfer or surrender of outstanding Receipts generally may be suspended, during any period when the transfer books Receipt Register or the Share register of the Depositary, Company (or the appointed agent of the Company or any for transfer and registration of Shares, which may but need not be Lloyds Bank Plc (the "Share Registrar (as defined in the Deposit AgreementRegister") are closed 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 subject to paragraph (21) hereof. The surrender because of outstanding Receipts and withdrawal of Deposited Securities may not be suspended subject to (i) temporary delays caused by closing the transfer books any requirement of the Depositary or the Company or the deposit of Shares in connection with voting at a Shareholders' MeetingArticles, or the payment of dividends (ii) the payment of feesrelevant law, taxes and similar charges, and (iii) compliance with any laws government or governmental regulations relating to body or commission or any securities exchange on which the Receipts or to Shares are listed, or because of any provision of this Receipt or the withdrawal of the Deposited SecuritiesDeposit Agreement. Without limitation of the foregoing, foregoing the Depositary will not knowingly accept for deposit under the Deposit Agreement any Shares required to that (a) if sold by the holder thereof in the United States (as defined in Regulation S under the Securities Act of 1933) would be registered pursuant subject to the registration provisions of the United States Securities Act of 1933, unless a registration statement is in effect as to such Shares or such sale would be exempt from such registration provisions, (b) if sold by the holder thereof in Canada, would require the filing of a prospectus in respect thereof with the appropriate securities regulatory authorities in Canada, unless receipts for such prospectus have been issued by such authorities and are in effect as to such Shares, or (c) would thereby infringe any provisions of the Articles. The Depositary will comply with written instructions of the Company not to accept for deposit under the Deposit Agreement any Shares identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States and Canada. Neither the Depositary nor the Custodian will lend Shares or other Deposited Securities held under the Deposit Agreement. Unless requested in writing by the Company to cease doing so at least two business days in advance of the proposed deposit, the Depositary may (but is not required to) issue from time to time Receipts prior to the delivery to it or the Custodian for deposit, pursuant to Section 2.02 of the Deposit Agreement, of the Shares in respect of which such Receipts are issued (each such issue being herein called a "Pre-release"). The Depositary will not make a Pre-release of any Receipts (each a "Pre-released Receipt") unless (a) such Pre-released Receipts are at all times fully collateralized (such collateral marked to market daily) with cash or U.S. government securities held by the Depositary for the benefit of Holders and beneficial owners until the Shares represented by such Pre-released Receipts are deposited, (b) the applicant for such Pre-released Receipts represents in writing that it was the beneficial owner of such Shares before the issuance of such Pre-released Receipts, assigns all beneficial right, title and interest in such Shares to the Depositary for the benefit of the Holders and undertakes to hold such Shares for the account of the Depositary in its capacity as such and for the benefit of the Holders and beneficial owners until delivery upon the Depositary's request and (c) the aggregate of all Pre-released Receipts at any time outstanding shall not, without the prior written consent of the Company (which consent may be withheld in the absolute discretion of the Company), represent more than 30% of Shares actually deposited. The collateral referred to in clause (a) above shall be held by the Depositary in trust for the benefit of Holders of Receipts as security for the performance of the obligations to deliver Shares set forth in clause (b) above (and shall not, for the avoidance of doubt, constitute Deposited Securities). The Depositary may, however, retain for its own account any earnings on such collateral and any other compensation received by it in connection with the issuance of Pre-released Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Bt Group PLC)

Transfers, Split-ups and Combinations; Limitations. This Receipt is transferable on the books of the Depositary by the Holder hereof in person or by duly authorized attorney, upon surrender of this Receipt at any designated transfer office properly endorsed or accompanied by proper instruments of transfer and duly stamped as may be required by applicable law; provided that the Depositary may close the transfer books, at any time or from time to time, with the Company's approval, when deemed expedient by it in connection with the performance of its duties under the Deposit Agreement or at the request of the Company. 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 those 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 or withdrawal of any Deposited Securities, the Depositary or the any Custodian may require payment of a sum sufficient to reimburse it for any tax or other governmental charge with respect thereto, any stock transfer or registration fees in effect for the registration of transfers of Shares or other Deposited Securities upon any applicable generally on the share register of the Company and payment of any applicable fees as provided in paragraph (6) on the face of this Receipt, may require the production of any proof satisfactory to it as to the identity and genuineness of any signature and may also require generally or against deposits of particular Shares 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 (21) of this ReceiptAgreement. The Depositary may refuse to execute and deliver Receipts, register the transfer of any Receipt, or make any distribution of, or related to, Deposited Securities until it or the Custodian has received such proof of citizenship, residence, exchange control approval, legal or beneficial ownership or other information as it may deem necessary or proper or as the Company reasonably may require by written request to the Depositary or the Custodian. After consultation with The Depositary may issue Receipts against rights to receive Shares from the Company, or any Custodian, or any registrar, transfer agent, clearing agency or other entity recording Share ownership or transactions. The Depositary may issue Receipts against other rights to receive Shares (a "pre-release") only if (x) such Receipts are fully collateralized (marked to market daily) with cash or U.S. government securities until such Shares are deposited, (y) the applicant for such Receipts represents in writing that it owns such Shares, has assigned all beneficial right, title and interest in such Shares to the Depositary, and shall not dispose of such Shares other than in satisfaction of the pre-release (no evidence of ownership is required or time of delivery specified) and (z) all such Receipts represent not more than 20% of all American Depositary Shares (excluding those evidenced by pre-released Receipts). Such collateral, but not the earnings thereon, shall be held for the benefit of the Holders. The Depositary may retain for its own account any compensation for the issuance of Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights. Subject to the provisions of this paragraph (3) with respect to the issuance of Receipts against rights to receive shares, neither the Depositary nor the Custodian shall lend deposited Shares. The delivery of Receipts against the deposits of Shares generally or against deposits of particular Shares may be suspended or withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer or the surrender of outstanding Receipts generally may be refused or suspended, in particular instances or generally during any period when the transfer books of the Depositary, Depositary or the Company or any Share Registrar (as defined in the Deposit Agreement) are closed or if any such action is deemed necessary or advisable by the Depositary or the Company (or the appointed agent of the Company for transfer and registration of Shares, which may but need not be the VPS System (the "Share Registrar")) at any time or from time to time subject to paragraph (21) hereof. The surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended subject 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 laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securitiestime. Without limitation of the foregoing, the Depositary will not knowingly accept for deposit Depositary under the Deposit Agreement any Shares that if sold by the holder thereof in the United States or its territories, would be required to be registered pursuant to the provisions of the United States Securities Act of 1933, as amended, unless a registration statement is in effect as to such Shares.

Appears in 1 contract

Samples: Deposit Agreement (Norsk Hydro a S A)

Transfers, Split-ups and Combinations; Limitations. This Receipt is transferable on the books of the Depositary by the Holder hereof in person or by duly authorized attorney, upon surrender of this Receipt Receipt, without unreasonable delay, at any designated transfer office properly endorsed or accompanied by proper instruments of transfer and duly stamped as may be required by applicable law; the laws of the State of New York and the United States of America, provided that the Depositary may close the transfer books, at any time or from time to time, with the Company's approval, when deemed expedient necessary or advisable by it in connection with the performance of its duties under the Deposit Agreement or at the request of the Company. 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 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 or transfer and withdrawal of any Deposited Securities, the Depositary or the Custodian may require payment (or, with respect to any applicable stamp taxes, evidence satisfactory to the Depositary that any such amounts have been fully paid) from the presenter of the Receipt or the depositor of Shares of a sum sufficient to reimburse it for any tax tax, duty or other governmental charge payable with respect theretothereto (including any such tax, duty or charge with respect to Shares being deposited, to the Receipts being issued or to Deposited Securities being withdrawn) and any stock transfer or registration fees in effect for the registration of transfers of Shares generally on the share register of the Company (or other Deposited Securities upon any applicable register the appointed agent of the Company for transfer and registration of Shares, which may but need not be the Share Registrar) and payment of any applicable fees as provided in paragraph (6) on the face of this Receiptherein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require generally or against deposits of particular Shares compliance with such reasonable regulations, if any, as the Depositary may establish consistent with the provisions of the Deposit Agreement or this Receipt, including, without limitation, paragraph (21) of this ReceiptAgreement. The Depositary may refuse to execute and deliver Receipts, register the transfer of any Receipt, or make any distribution of, or related to, Deposited Securities until it or the Custodian has received such proof of citizenship, residence, exchange control approval, legal or beneficial ownership or other information as it may deem necessary or proper or as the Company may require by written request to the Depositary or the Custodian. After consultation with the Company, the The delivery of Receipts against the deposits of Shares generally or against deposits of particular Shares may be suspended suspended, or withheld, registration of the transfer or surrender of Receipts may be refused or suspended, in particular instances may be refused, or the transfer or surrender of outstanding Receipts generally may be suspended, during any period when the transfer books of the Depositary, Depositary or the Company or any Share Registrar (as defined in the Deposit Agreement) are closed 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 paragraph (21) the provisions of Article 15 hereof. The surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended subject 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 laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, the Depositary will shall not knowingly accept for deposit under the Deposit Agreement any Shares that (a) if sold by the holder thereof in the United States or its territories, would be required to be registered pursuant to under the provisions of the United States Securities Act of 1933, unless a registration statement is in effect as to such Shares, or (b) would thereby infringe any provision of the Articles. The Depositary will use its reasonable commercial efforts to comply with written instructions of the Company not to accept for deposit under the Deposit Agreement any Shares identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States.

Appears in 1 contract

Samples: Deposit Agreement (Bg Group PLC)

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