Common use of Warranties on Deposit of Shares Clause in Contracts

Warranties on Deposit of Shares. Each person depositing Shares under the Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and (v) the Shares presented for deposit are not, and the American Depositary Shares issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.15 of the Agreement), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of American Depositary Shares in respect thereof and the transfer of such American Depositary Shares. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

Appears in 5 contracts

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

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Warranties on Deposit of Shares. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non assessable nonassessable and legally obtained by such person, (ii) all preemptive pre-emptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, do and (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and (v) the Shares presented for deposit are not, and the American Depositary Shares issuable upon such deposit will representing those Shares would not be, Restricted Securities (except as contemplated in Section 2.15 of the Agreement), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation delivery or surrender of Receipt(s) evidencing American Depositary Shares in respect thereof representing such Shares and the transfer of Receipts evidencing such American Depositary Shares. If any such representations or warranties are false in any way, the Company Issuer and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

Appears in 3 contracts

Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Coca-Cola Hellenic Bottling Co Sa), Deposit Agreement (Citibank,N.A./ADR)

Warranties on Deposit of Shares. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and (v) the Shares presented for deposit are not, and the American Depositary Shares ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.15 2.12 of the Deposit Agreement), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of American Depositary Shares ADSs in respect thereof and the transfer of such American Depositary SharesADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

Appears in 3 contracts

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

Warranties on Deposit of Shares. Each Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (ia) such Shares and the certificates therefor each certificate therefor, if applicable, are duly authorized, validly issued, fully paid, non assessable nonassessable and were legally obtained by such person, (iib) all preemptive rights (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (ivc) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and (v) the Shares presented for deposit are not, and the American Depositary Shares issuable upon such deposit will not be, Restricted Securities Securities, (except as contemplated in Section 2.15 of the Agreement), and (vid) the Shares presented for deposit have not been stripped of any rights or entitlementsentitlements and (e) that the person making such deposit is duly authorized so to do. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of American Depositary Shares in respect thereof and the transfer of such American Depositary Shares. If any such representations or warranties are false in any wayway with respect to any person depositing Shares under the Deposit Agreement or any Holder or Owner of American Depositary Shares, such person or such Holder or Owner shall be deemed to have waived any claims against the Company and the Depositary related to the consequences thereof and to have assumed sole responsibility therefor and the Company and Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

Appears in 3 contracts

Samples: Deposit Agreement (Takeda Pharmaceutical Co LTD), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Warranties on Deposit of Shares. Each Every person depositing Shares under the this Deposit Agreement shall be deemed thereby to represent and warrant that (ia) such Shares and the certificates therefor each certificate therefor, if applicable, are duly authorized, validly issued, fully paid, non assessable nonassessable and were legally obtained by such person, (iib) all preemptive rights (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (ivc) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and (v) the Shares presented for deposit are not, and the American Depositary Shares issuable upon such deposit will not be, Restricted Securities Securities, (except as contemplated in Section 2.15 of the Agreement), and (vid) the Shares presented for deposit have not been stripped of any rights or entitlementsentitlements and (e) that the person making such deposit is duly authorized so to do. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of American Depositary Shares in respect thereof and the transfer of such American Depositary Shares. If any such representations or warranties are false in any wayway with respect to any person depositing Shares under this Deposit Agreement or any Holder or Owner of American Depositary Shares, such person or such Holder or Owner shall be deemed to have waived any claims against the Company and the Depositary related to the consequences thereof and to have assumed sole responsibility therefor and the Company and Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

Appears in 3 contracts

Samples: Deposit Agreement (Takeda Pharmaceutical Co LTD), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

Warranties on Deposit of Shares. Each person depositing Shares under the Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and (v) the Shares presented for deposit are not, and the American Depositary Shares issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.15 of the Agreement2.15), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of American Depositary Shares in respect thereof and the transfer of such American Depositary Shares. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

Appears in 2 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Citibank,N.A./ADR)

Warranties on Deposit of Shares. Each person depositing Shares under the this Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and (v) the Shares presented for deposit are not, and the American Depositary Shares ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.15 of the Agreement2.12), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of American Depositary Shares ADSs in respect thereof and the transfer of such American Depositary SharesADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

Appears in 2 contracts

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

Warranties on Deposit of Shares. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non assessable nonassessable and legally obtained by such person, (ii) all preemptive pre-emptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, do and (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and (v) the Shares presented for deposit are not, and the American Depositary Shares issuable upon such deposit will representing those Shares would not be, Restricted Securities (except as contemplated in Section 2.15 of the Agreement), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation delivery or surrender of Receipt(s) evidencing American Depositary Shares in respect thereof representing such Shares and the transfer of Receipts evidencing such American Depositary Shares. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

Appears in 1 contract

Samples: Deposit Agreement (Tianjin Capital Environmental Protection Co LTD)

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Warranties on Deposit of Shares. Each Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non assessable non-assessable, and free of any preemptive rights of the holders of outstanding Shares, (ii) were legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and (v) the Shares presented for deposit are not, and the American Depositary Shares issuable upon representing such deposit will Shares would not be, Restricted Securities (except as contemplated in Section 2.15 of the Agreement), and (viv) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the execution and delivery of Receipts, the issuance and cancellation of American Depositary Shares in respect thereof and the transfer of such American Depositary Shares. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

Appears in 1 contract

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

Warranties on Deposit of Shares. Each Every person depositing Shares under the this Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates each certificate, if any, or other documents of title, therefor are duly authorized, validly issued, fully paid, non assessable nonassessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to dodo so, (iv) the Shares presented for deposit are free and clear of any lien, encumbranceencumberance, security interest, charge, mortgage or adverse claim, and (v) the Shares presented for deposit are not, and the American Depositary Shares ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.15 of the Agreement2.13), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of American Depositary Shares ADSs in respect thereof and the transfer of such American Depositary SharesADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

Appears in 1 contract

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

Warranties on Deposit of Shares. Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non non-assessable and were legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and (v) the Shares presented for deposit are not, and the American Depositary Shares issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.15 of the Agreement), and (viv) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of American Depositary Shares in respect thereof and the transfer of such American Depositary Shares. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

Appears in 1 contract

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

Warranties on Deposit of Shares. Each Every person depositing Shares under the this Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor each certificate therefor, if applicable, are duly authorized, validly issued, fully paid, non assessable and nonassessable, were legally obtained by such person, (ii) all free of any preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercisedrights of the Beneficial Owners of outstanding Shares, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear clean of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and (v) the Shares presented for deposit are not, and the American Depositary Shares issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.15 of the Agreement), and (viv) the Shares presented for deposit have not been stripped of any rights or entitlements. Every such person shall also be deemed to represent that the deposit of such Shares or the sale of Receipts evidencing American Depositary Shares representing such Shares by that person are not restricted under the Securities Act. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of American Depositary Shares in respect thereof and the transfer of such American Depositary Shares. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions action necessary to correct the consequences thereof.

Appears in 1 contract

Samples: Deposit Agreement (Kerry Group PLC)

Warranties on Deposit of Shares. Each Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent represents and warrant warrants that (ia) such Shares and the certificates therefor are duly authorized, validly issuedissued and outstanding, fully paid, non assessable nonassessable and legally obtained by such person, person (iib) all preemptive (pre-emptive and similar) comparable rights, if any, with respect to such Shares have been validly waived or exercised, (iiic) that the person making such deposit is duly authorized so to do, (ivd) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claimclaim and that such Shares (A) are not "restricted securities" as such term is defined in Rule 144 under the Securities Act of 1933 ("Restricted Securities") unless at the time of deposit the requirements of paragraphs (c), (e), (f) and (vh) of Rule 144 shall not apply and such Shares may be freely transferred and may otherwise be offered and sold freely in the United States or (B) have been registered under the Securities Act of 1933. To the extent the person depositing Shares presented for deposit are notis an "affiliate" of the Company as such term is defined in Rule 144, the person also represents and warrants that upon the sale of the American Depositary Shares, all of the provisions of Rule 144 which enable the Shares issuable upon to be freely sold (in the form of American Depositary Shares) will be fully complied with and, as a result thereof, all of the ADSs issued in respect of such deposit Shares will not bebe on the sale thereof, Restricted Securities (except as contemplated in Section 2.15 of the Agreement), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlementsSecurities. Such representations and warranties shall survive the deposit and withdrawal of Shares, Shares and the issuance and cancellation of American Depositary Shares in respect thereof and the transfer of such American Depositary Shares. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

Appears in 1 contract

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

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