Common use of Warranties on Deposit of Shares Clause in Contracts

Warranties on Deposit of Shares. Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor are validly issued, fully paid, nonassessable and free of any preemptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that (i) the Shares presented for deposit are not, and the Receipts issuable upon such deposit will not be, restricted securities within the meaning of Rule 144(a)(3) under the Securities Act of 1933, and (ii) the deposit of such Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that person are not otherwise restricted under the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and issuance of Receipts.

Appears in 18 contracts

Samples: Deposit Agreement (Natuzzi S P A), Deposit Agreement (Promotora Y Operadora De Infraestructura, S.A.B De C.V.), Deposit Agreement (Embratel Participacoes Sa)

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Warranties on Deposit of Shares. Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor are validly issued, fully paid, nonassessable and free of any preemptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that (i) the Shares presented for deposit are not, and the Receipts issuable upon such deposit will not be, restricted securities within the meaning of Rule 144(a)(3144(a) (3) under the Securities Act of 1933, and (ii) the deposit of such Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that person are not otherwise restricted under the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and issuance of Receipts.

Appears in 9 contracts

Samples: Deposit Agreement (Tele Leste Celular Participacoes), Deposit Agreement (Tele Celular Sul Participacoes Sa), Deposit Agreement (Telenorte Celular Participacoes Sa)

Warranties on Deposit of Shares. Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor are validly issued, fully paid, nonassessable and free of any preemptive pre-emptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that (i) the Shares presented for deposit are not, and the Receipts issuable upon such deposit will not be, restricted securities within the meaning of Rule 144(a)(3) under the Securities Act of 1933, and (ii) the deposit of such Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that person are not otherwise restricted under the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and issuance of Receipts. Any Shares delivered to the Custodian for deposit bearing a restrictive legend shall not be accepted for deposit without first obtaining the Issuer's written consent.

Appears in 5 contracts

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

Warranties on Deposit of Shares. Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor therefore are validly issued, fully paid, nonassessable non-assessable and free of any preemptive rights right of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that (i) the Shares presented for deposit are not, and the Receipts issuable upon evidencing the American Depositary Shares representing such deposit will Shares would not be, restricted securities within the meaning of Rule 144(a)(3) under the Securities Act of 1933, and (ii) the deposit of such Shares and or the sale of the Receipts evidencing American Depositary Shares representing issued upon such Shares by that person are deposit is not otherwise restricted under the Securities Act securities laws of 1933the United States. Such representations and warranties shall survive the deposit of Shares and issuance the execution and delivery of ReceiptsReceipts in respect thereof.

Appears in 2 contracts

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

Warranties on Deposit of Shares. Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor are validly issued, fully paid, nonassessable and free of that any preemptive rights of the holders of outstanding Shares were validly waived or exercised and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that (i) that the Shares presented for deposit are not, and the Receipts American Depositary Shares issuable upon such deposit will not be, restricted securities within the meaning of Rule 144(a)(3) under the Securities Act of 1933, 1933 and (ii) that the deposit of such Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that person are does not otherwise restricted under and will not violate the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and issuance delivery of ReceiptsAmerican Depositary Shares.

Appears in 1 contract

Samples: Deposit Agreement (Ryanair Holdings PLC)

Warranties on Deposit of Shares. Every person depositing ------------------------------- Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor are validly issued, fully paid, nonassessable and free of any preemptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that (i) the Shares presented for deposit are not, and the Receipts issuable upon such deposit will not be, restricted securities within the meaning of Rule 144(a)(3) under the Securities Act of 1933, and (ii) the deposit of such Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that person are not otherwise restricted under the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and issuance of Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Telesp Celular Participacoes Sa)

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Warranties on Deposit of Shares. Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor are validly issued, fully paid, nonassessable and free of any preemptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that (i) the Shares presented for deposit are not, and the Receipts ReceiptsAmerican Depositary Shares issuable upon such deposit will not be, restricted securities within the meaning of Rule 144(a)(3) under the Securities Act of 1933, and (ii) the deposit of such Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that person are not otherwise restricted under the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and issuance of ReceiptsReceiptsdelivery of American Depositary Shares. Article 4.

Appears in 1 contract

Samples: Deposit Agreement (Edap TMS Sa)

Warranties on Deposit of Shares. Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor are validly issued, fully paid, nonassessable and free of that any preemptive rights of the holders of outstanding Shares were validly waived or exercised and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent (1) that (i) the Shares presented for deposit are not, and the Receipts issuable upon such deposit will not be, restricted securities within the meaning of Rule 144(a)(3144 (a) (3) under the Securities Act of 1933, 1933 and (ii) that the deposit of such Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that person are does not otherwise restricted under and will not violate the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and issuance of Receipts.

Appears in 1 contract

Samples: Deposit Agreement (Governor & Co of the Bank of Ireland)

Warranties on Deposit of Shares. Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor are validly issued, fully paid, nonassessable and free of any preemptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that (i) the Shares presented for deposit are not, and the Receipts American Depositary Shares issuable upon such deposit will not be, restricted securities within the meaning of Rule 144(a)(3) under the Securities Act of 1933, and (ii) the deposit of such Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that person are not otherwise restricted under the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and issuance delivery of ReceiptsAmerican Depositary Shares.

Appears in 1 contract

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

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