Common use of Warranties by Depositor Clause in Contracts

Warranties by Depositor. Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor are validly issued and outstanding, fully paid and non-assessable and free of preemptive rights, and that the person making such deposit is duly authorized so to do. Every such person (other than the Company) shall also be deemed to represent that the deposit of Shares or the sale of Receipts issued upon such deposit is not restricted under the securities laws of the United States. In addition, such person shall be deemed to represent that such Shares (i) are not a holding, or part of a holding, representing an “interest” (as defined in the Relevant Article) in Relevant Shares (as defined in such Relevant Article) (other than interests, if any, of Permitted Persons, as defined in such Relevant Article) and (ii) are not liable to disenfranchisement or disposal by the Company pursuant to the Relevant Article or Article 50 of the Articles. All such representations and warranties shall survive the deposit of Shares and issuance of Receipts therefor.

Appears in 3 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Scottish & Southern Energy PLC /Fi), Deposit Agreement (Scottish & Southern Energy PLC /Fi)

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Warranties by Depositor. Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor are validly issued and outstanding, fully paid and non-assessable and free of preemptive rights, and that the person making such deposit is duly authorized so to do. Every such person (other than the Company) shall also be deemed to represent that the deposit of Shares or the sale of Receipts issued upon such deposit is not restricted under the securities laws of the United States. In addition, such person shall be deemed to represent that such Shares (i) are not a holding, or part of a holding, representing an "interest" (as defined in the Relevant Article) in Relevant Shares (as defined in such Relevant Article) (other than interests, if any, of Permitted Persons, as defined in such Relevant Article) and (ii) are not liable to disenfranchisement or disposal by the Company pursuant to the Relevant Article or Article 50 of the Articles. All such representations and warranties shall survive the deposit of Shares and issuance of Receipts thereforDisclosure Article.

Appears in 1 contract

Samples: Deposit Agreement (International Power PLC)

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