Common use of Withdrawal of Deposited Securities Clause in Contracts

Withdrawal of Deposited Securities. Upon receipt at the Depositary’s Office or at such other offices as the Depositary may designate of a Holder’s written order directing the Depositary to cause the whole number of Deposited Securities represented by the American Depositary Shares evidenced by a Receipt to be withdrawn and delivered to or upon the written order of the person or persons designated in such order, and upon the surrender, if applicable, of such Receipt (properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary), the Depositary shall direct the Custodian to deliver without unreasonable delay, subject to the Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such order, the Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt, and the Custodian shall so deliver such whole number of Deposited Securities, at the office of the Custodian, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder make delivery of such whole number of Deposited Securities without unreasonable delay to such person or persons at the Depositary’s Office or at any other place specified by the Holder in such order. Directions shall be given by letter or, at the request, risk and expense of the Holder, by cable, telex, electronic or facsimile transmission. Delivery of whole number of Deposited Securities may be made by the delivery of certificates, to the extent such Deposited Securities may be represented by certificates, which, if required by law, shall be properly endorsed or accompanied by properly executed instruments of transfer, and if such certificates may be so registered, registered in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Delivery of Deposited Securities consisting of Shares shall be made by delivery of Shares in registered form only. Fractional Shares are not deliverable on the cancellation of American Depositary Shares. To the extent the cancellation of American Depositary Shares would give rise to the delivery of a fractional Share, the Depositary will promptly advise such Holder of such and shall either deliver to such Holder a new Receipt in book entry form on the Direct Registration System evidencing such fractional American Depositary Share or arrange to sell such fractional Share and deliver the net proceeds from such sale (after deduction of the costs and expenses of such sale) to the Holder entitled thereto. Sales of fractional Shares by the Depositary will occur on a periodic basis established by the Depositary on a basis of no less than one sale per month. Notwithstanding any provision of the Deposit Agreement or the Receipts, the Depositary may restrict withdrawals of Deposited Securities only for the reasons set forth in General Instruction I.A.(1) of Form F-6 under the Securities Act of 1933. The immediately foregoing sentence shall not apply to Deposited Securities that are Restricted Securities.

Appears in 2 contracts

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

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Withdrawal of Deposited Securities. Upon receipt at In connection with any surrender of an ADR for withdrawal of the Depositary’s Office or at such other offices as Deposited Securities represented by the ADSs evidenced thereby, the Depositary may designate require proper endorsement in blank of a such ADR (or duly executed instruments of transfer thereof in blank) and the Holder’s written order directing the Depositary to cause the whole number of Deposited Securities represented by the American Depositary Shares ADSs evidenced by a Receipt such ADR to be withdrawn and delivered to to, or upon the written order of the of, any person or persons designated in such order, and upon the surrender, if applicable, of such Receipt order (properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositarya “Withdrawal Order”), . Directions from the Depositary shall direct to the Custodian to deliver without unreasonable delay, subject to the Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such order, the Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt, and the Custodian shall so deliver such whole number of Deposited Securities, at the office of the Custodian, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder make delivery of such whole number of Deposited Securities without unreasonable delay to such person or persons at the Depositary’s Office or at any other place specified by the Holder in such order. Directions shall be given by letter letter, first class airmail postage prepaid, or, at the request, risk and expense of the Holder, by SWIFT, cable, telex, electronic telex or facsimile transmission. Delivery of whole number of Deposited Securities may be made by the delivery of certificates, to the extent such Deposited Securities may be represented by certificates, certificates (which, if required by law, law shall be properly endorsed or accompanied by properly executed instruments of transfertransfer or, and if such certificates may be so registered, registered in the name of such Holder, Holder or as ordered by such Holder in any Withdrawal Order) or properly endorsed by such other means as the Depositary may deem practicable, including, without limitation, by transfer of record ownership thereof to an account designated in the Withdrawal Order maintained either by the Company or accompanied by proper instruments of transfer. Delivery of an accredited intermediary, such as a bank, acting as a registrar for the Deposited Securities consisting of Shares shall be made by delivery of Shares in registered form only. Fractional Shares are not deliverable on the cancellation of American Depositary SharesSecurities. To the extent any instructions, input, consent, notice and/or other actions on the cancellation part of American Depositary Shares would give rise the Company are required in order for the Company or its share registrar and/or transfer agent to processes Share delivery instructions, the Company shall not unreasonably withhold the provision of such instructions, input, consent or notice or the taking of any such other action. If the Company’s share registrar and/or transfer agent refuses to process any Share delivery instructions, the Company will provide all reasonable cooperation to the delivery of a fractional Share, the Depositary will promptly advise in its efforts to cause such Holder of such and shall either deliver instructions to such Holder a new Receipt in book entry form on the Direct Registration System evidencing such fractional American Depositary Share or arrange to sell such fractional Share and deliver the net proceeds from such sale (after deduction be processed. The obligations of the costs and expenses of such sale) to the Holder entitled thereto. Sales of fractional Shares by the Depositary will occur on a periodic basis established by the Depositary on a basis of no less than one sale per month. Notwithstanding any provision of the Deposit Agreement or the Receipts, the Depositary may restrict withdrawals of Deposited Securities only for the reasons Company set forth in General Instruction I.A.(1) this Section 6 shall survive the termination of Form F-6 under the Securities Act of 1933. The immediately foregoing sentence shall not apply to Deposited Securities that are Restricted Securitiesthis Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement, Deposit Agreement

Withdrawal of Deposited Securities. Upon receipt surrender of this Receipt and payment of the fee of the Depositary provided for in paragraph (7) of this Receipt at the Depositary’s 's Office or at such other offices as the Depositary it may designate of a Holder’s written order directing the Depositary to cause the whole number of Deposited Securities represented by the American Depositary Shares evidenced by a Receipt to be withdrawn and delivered to or upon the written order of the person or persons designated in such order, and upon the surrender, if applicable, of such Receipt (properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary), the Depositary shall direct the Custodian to deliver without unreasonable delaydesignate, subject to the Deposit Agreement and to the provisions of or governing the Deposited Securities, the Holders hereof are entitled to or upon the written order Delivery of such Deposited Securities and the person or persons designated in delivery of Transfer Documents with respect to such order, the Deposited Securities at the time represented by the American Depositary Shares evidenced by such this Receipt, in each case in the name of such Holder or upon such Holder's order. Such Delivery and the Custodian delivery, respectively, shall so deliver such whole number of Deposited Securities, be at the office of the Custodian. For purposes of this Receipt, except the term "Delivery" shall mean, with respect to any security, either (i) the recording of transfer of such security by the entity or entities required or empowered by Spanish law or (ii) in the case of securities not subject to transfer by recordation, the delivery of a physical certificate representing such security, and the term "Transfer Documents" shall mean such document or documents, if any, that, together with Delivery of a security, effectuates the legal transfer of title of a security under Spanish law, and that provides all reference numbers necessary to determine all rights and privileges, including the Depositary mayright to receive all dividends and other distributions to be paid or made available to holders of such securities after such securities are deposited pursuant to the Deposit Agreement, in its discretion, at whether or not such dividends or other distributions were declared or authorized prior to the time such securities are so deposited. At the request, risk and expense of the Holder hereof, the Depositary may deliver such Transfer Documents and make delivery of such whole number of Deposited Securities without unreasonable delay to such person or persons Delivery at the Depositary’s 's Office or at any such other place specified as may have been requested by the Holder in such order. Directions shall be given by letter or, at the request, risk and expense of the Holder, by cable, telex, electronic or facsimile transmission. Delivery of whole number of Deposited Securities may be made by the delivery of certificates, to the extent such Deposited Securities may be represented by certificates, which, if required by law, shall be properly endorsed or accompanied by properly executed instruments of transfer, and if such certificates may be so registered, registered in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Delivery of Deposited Securities consisting of Shares shall be made by delivery of Shares in registered form only. Fractional Shares are not deliverable on the cancellation of American Depositary Shares. To the extent the cancellation of American Depositary Shares would give rise to the delivery of a fractional Share, the Depositary will promptly advise such Holder of such and shall either deliver to such Holder a new Receipt in book entry form on the Direct Registration System evidencing such fractional American Depositary Share or arrange to sell such fractional Share and deliver the net proceeds from such sale (after deduction of the costs and expenses of such sale) to the Holder entitled thereto. Sales of fractional Shares by the Depositary will occur on a periodic basis established by the Depositary on a basis of no less than one sale per month. Notwithstanding any other provision of the Deposit Agreement or the Receiptsthis Receipt, the Depositary may restrict withdrawals of Deposited Securities only for the reasons set forth in General Instruction I.A.(1IA(1) of to Form F-6 under the Securities Act of 1933. The immediately foregoing sentence shall not apply to Deposited Securities that are Restricted Securities, as amended.

Appears in 2 contracts

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

Withdrawal of Deposited Securities. Upon receipt at the Depositary’s 's Office or at such other offices as the Depositary may designate of a Holder’s 's written order directing the Depositary to cause the whole number of Deposited Securities represented by the American Depositary Shares evidenced by a Receipt to be withdrawn and delivered to or upon the written order of the person or persons designated in such order, and upon the surrender, if applicable, of such a Receipt (properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary), the Depositary shall direct the Custodian to deliver without unreasonable delay, subject to the this Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such order, the Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt, and the Custodian shall so deliver such whole number of Deposited Securities, at the office of the Custodian, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder Holder, make delivery of such whole number of Deposited Securities without unreasonable delay to such person or persons at the Depositary’s 's Office or at any other place specified by the Holder in such order. Directions shall be given by letter first class airmail postage prepaid, or, at the request, risk and expense of the Holder, by cable, telex, electronic telex or facsimile transmission. Delivery of whole number of Deposited Securities may be made by the delivery of certificates, to the extent such Deposited Securities may be represented by certificates, which, if required by law, shall be properly endorsed or accompanied by properly executed instruments of transfer, and if such certificates may be so registered, registered in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Delivery of Deposited Securities consisting of Shares shall be made by delivery of Shares in registered form only. Fractional Shares are not deliverable on the cancellation of American Depositary Shares. To the extent the cancellation of American Depositary Shares would give rise to the delivery of a fractional Share, the Depositary will promptly advise such Holder of such and shall either deliver to such Holder a new Receipt in book entry form on the Direct Registration System evidencing such fractional American Depositary Share or arrange to sell such fractional Share and deliver the net proceeds from such sale (after deduction of the costs and expenses of such sale) to the Holder entitled thereto. Sales of fractional Shares by the Depositary will occur on a periodic basis established by the Depositary on a basis of no less than one sale per month. Notwithstanding any provision of the Deposit Agreement or the Receipts, the Depositary may restrict withdrawals of Deposited Securities only for the reasons set forth in General Instruction I.A.(1) of Form F-6 under the Securities Act of 1933. The immediately foregoing sentence shall not apply to Deposited Securities that are Restricted Securities.

Appears in 1 contract

Samples: Deposit Agreement (Wolters Kluwer N v /Fi)

Withdrawal of Deposited Securities. Upon receipt surrender of this Receipt and payment of the fee of the Depositary provided for in paragraph (7) of this Receipt at the Depositary’s Office or at such other offices as the Depositary it may designate of a Holder’s written order directing the Depositary to cause the whole number of Deposited Securities represented by the American Depositary Shares evidenced by a Receipt to be withdrawn and delivered to or upon the written order of the person or persons designated in such order, and upon the surrender, if applicable, of such Receipt (properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary), the Depositary shall direct the Custodian to deliver without unreasonable delaydesignate, subject to the Deposit Agreement and to the provisions of or governing the Deposited Securities, the Holders hereof are entitled to or upon the written order Delivery of such Deposited Securities and the person or persons designated in delivery of Transfer Documents with respect to such order, the Deposited Securities at the time represented by the American Depositary Shares evidenced by such this Receipt, in each case in the name of such Holder or upon such Holder’s order. Such Delivery and the Custodian delivery, respectively, shall so deliver such whole number of Deposited Securities, be at the office of the Custodian. For purposes of this Receipt, except the term “Delivery” shall mean, with respect to any security, either (i) the recording of transfer of such security by the entity or entities required or empowered by Spanish law or (ii) in the case, of securities not subject to transfer by recordation, the delivery of a physical certificate representing such security, and the term “Transfer Documents” shall mean such document or documents, if any, that, together with Delivery of a security, effectuates the legal transfer of tide of a security under Spanish law, and that provides all reference numbers necessary to determine all rights and privileges, including the Depositary mayright to receive all dividends and other distributions to be paid or made available to holders of such securities after such securities are deposited pursuant to the Deposit Agreement, in its discretion, at whether or not such dividends or other distributions were declared or authorized prior to the time such securities are so deposited. At the request, risk and expense of the Holder hereof, the Depositary may deliver such Transfer Documents and make delivery of such whole number of Deposited Securities without unreasonable delay to such person or persons Delivery at the Depositary’s Office or at any such other place specified as may have been requested by the Holder in such order. Directions shall be given by letter or, at the request, risk and expense of the Holder, by cable, telex, electronic or facsimile transmission. Delivery of whole number of Deposited Securities may be made by the delivery of certificates, to the extent such Deposited Securities may be represented by certificates, which, if required by law, shall be properly endorsed or accompanied by properly executed instruments of transfer, and if such certificates may be so registered, registered in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Delivery of Deposited Securities consisting of Shares shall be made by delivery of Shares in registered form only. Fractional Shares are not deliverable on the cancellation of American Depositary Shares. To the extent the cancellation of American Depositary Shares would give rise to the delivery of a fractional Share, the Depositary will promptly advise such Holder of such and shall either deliver to such Holder a new Receipt in book entry form on the Direct Registration System evidencing such fractional American Depositary Share or arrange to sell such fractional Share and deliver the net proceeds from such sale (after deduction of the costs and expenses of such sale) to the Holder entitled thereto. Sales of fractional Shares by the Depositary will occur on a periodic basis established by the Depositary on a basis of no less than one sale per month. Notwithstanding any other provision of the Deposit Agreement or the Receiptsthis Receipt, the Depositary may restrict withdrawals of Deposited Securities only for the reasons set forth in General Instruction I.A.(1IA(1) of to Form F-6 under the Securities Act of 1933. The immediately foregoing sentence shall not apply to Deposited Securities that are Restricted Securities, as amended.

Appears in 1 contract

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

Withdrawal of Deposited Securities. Upon receipt surrender of this Receipt and payment of the fee of the Depositary provided for in paragraph (7) of this Receipt at the Depositary’s Office or at such other offices as the Depositary it may designate of a Holder’s written order directing the Depositary to cause the whole number of Deposited Securities represented by the American Depositary Shares evidenced by a Receipt to be withdrawn and delivered to or upon the written order of the person or persons designated in such order, and upon the surrender, if applicable, of such Receipt (properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary), the Depositary shall direct the Custodian to deliver without unreasonable delaydesignate, subject to the Deposit Agreement and to the provisions of or governing the Deposited Securities, the Holders hereof are entitled to or upon the written order Delivery of such Deposited Securities and the person or persons designated in delivery of Transfer Documents with respect to such order, the Deposited Securities at the time represented by the American Depositary Shares evidenced by such this Receipt, in each case in the name of such Holder or upon such Holder’s order. Such Delivery and the Custodian delivery, respectively, shall so deliver such whole number of Deposited Securities, be at the office of the Custodian. For purposes of this Receipt, except the term “Delivery” shall mean, with respect to any security, either (i) the recording of transfer of such security by the entity or entities required or empowered by Spanish law or (ii) in the case of securities not subject to transfer by recordation, the delivery of a physical certificate representing such security, and the term “Transfer Documents” shall mean such document or documents, if any, that, together with Delivery of a security, effectuates the legal transfer of title of a security under Spanish law, and that provides all reference numbers necessary to determine all rights and privileges, including the Depositary mayright to receive all dividends and other distributions to be paid or made available to holders of such securities after such securities are deposited pursuant to the Deposit Agreement, in its discretion, at whether or not such dividends or other distributions were declared or authorized prior to the time such securities are so deposited. At the request, risk and expense of the Holder hereof, the Depositary may deliver such Transfer Documents and make delivery of such whole number of Deposited Securities without unreasonable delay to such person or persons Delivery at the Depositary’s Office or at any such other place specified as may have been requested by the Holder in such order. Directions shall be given by letter or, at the request, risk and expense of the Holder, by cable, telex, electronic or facsimile transmission. Delivery of whole number of Deposited Securities may be made by the delivery of certificates, to the extent such Deposited Securities may be represented by certificates, which, if required by law, shall be properly endorsed or accompanied by properly executed instruments of transfer, and if such certificates may be so registered, registered in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Delivery of Deposited Securities consisting of Shares shall be made by delivery of Shares in registered form only. Fractional Shares are not deliverable on the cancellation of American Depositary Shares. To the extent the cancellation of American Depositary Shares would give rise to the delivery of a fractional Share, the Depositary will promptly advise such Holder of such and shall either deliver to such Holder a new Receipt in book entry form on the Direct Registration System evidencing such fractional American Depositary Share or arrange to sell such fractional Share and deliver the net proceeds from such sale (after deduction of the costs and expenses of such sale) to the Holder entitled thereto. Sales of fractional Shares by the Depositary will occur on a periodic basis established by the Depositary on a basis of no less than one sale per month. Notwithstanding any other provision of the Deposit Agreement or the Receiptsthis Receipt, the Depositary may restrict withdrawals of Deposited Securities only for the reasons set forth in General Instruction I.A.(1IA(1) of to Form F-6 under the Securities Act of 1933. The immediately foregoing sentence shall not apply to Deposited Securities that are Restricted Securities, as amended.

Appears in 1 contract

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

Withdrawal of Deposited Securities. Upon receipt at the Depositary’s Office or at such other offices as the Depositary may designate surrender of a Holder’s written order directing the Depositary to cause the whole number of Deposited Securities represented by the American Depositary Shares evidenced by a Receipt to be withdrawn and delivered to or upon the written order of the person or persons designated in such order, and upon the surrender, if applicable, of such Receipt (properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary), at the Depositary’s Office or at such other offices as it may designate, together with the Holder’s written order directing the Depositary to cause the Deposited Securities represented by the American Depositary Shares evidenced by such Receipt to be withdrawn and delivered to or upon the written order of the person or persons designated in such order, the Depositary shall direct the Custodian to deliver without unreasonable delay, subject to the this Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such order, the Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt, and the Custodian shall so deliver such whole number of Deposited Securities, at the office of the Custodian, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder make delivery of such whole number of Deposited Securities without unreasonable delay to such person or persons at the Depositary’s Office or at any other place specified by the Holder in such order. Directions shall be given by letter or, at the request, risk and expense of the Holder, by cable, telex, electronic telex or facsimile transmission. Delivery of whole number of Deposited Securities may be made by the delivery of certificates, to the extent such Deposited Securities may be represented by certificates, which, if required by law, shall be properly endorsed or accompanied by properly executed instruments of transfer, and if such certificates may be so registered, registered in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Delivery of Deposited Securities consisting of Shares shall be made by delivery of Shares in registered form only. Fractional Shares are not deliverable on the cancellation of American Depositary Shares. To the extent the cancellation of American Depositary Shares would give rise to the delivery of a fractional Share, the Depositary will promptly advise such Holder of such and shall either deliver to such Holder a new Receipt in book entry form on the Direct Registration System evidencing such fractional American Depositary Share or arrange to sell such fractional Share and deliver the net proceeds from such sale (after deduction of the costs and expenses of such sale) to the Holder entitled thereto. Sales of fractional Shares by the Depositary will occur on a periodic basis established by the Depositary on a basis of no less than one sale per month. Notwithstanding any provision of the this Deposit Agreement or the Receipts, the Depositary may restrict withdrawals of Deposited Securities only for the reasons set forth in General Instruction I.A.(1I.A.(l) of to Form F-6 under the Securities Act of to 1933. The immediately foregoing sentence shall not apply to Deposited Securities that are Restricted Securities.

Appears in 1 contract

Samples: Deposit Agreement (Amvescap PLC/London/)

Withdrawal of Deposited Securities. Upon receipt at the Depositary’s 's Office or at such other offices as the Depositary may designate of both (a) a Holder’s 's written order directing the Depositary to cause the whole number of Deposited Securities represented by the American Depositary Shares evidenced by a Receipt to be withdrawn and delivered to or upon the written order of the person or persons designated in such order, order and upon the surrender, if applicable, of such (b) a certificated Receipt (properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary)) or, in the case of a Direct Registration Receipt, proper instruments of transfer in blank, to the extent required by the Depositary, the Depositary shall (I) cancel such certificated Receipt or make a notation on the Direct Registration System reflecting the cancellation of such Direct Registration Receipt, as the case may be, and (ii) direct the Custodian to deliver without unreasonable delaydeliver, subject to the this Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such order, the Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt, and the Custodian shall so deliver such whole number of Deposited Securities, at the office of the Custodianto an account designated by such Holder with Euroclear or an institution that maintains accounts with Euroclear, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder Holder, make delivery of such whole number of Deposited Securities without unreasonable delay (other than Shares) to such person or persons at the Depositary’s 's Office or at any other place specified by the Holder in such order. Directions shall be given by letter or, at the request, risk and expense of the Holder, by cable, telex, electronic telex or facsimile transmission. Delivery of whole number of Neither the Depositary nor the Custodian shall deliver Deposited Securities may be made by the delivery of certificatesto any person except pursuant to this Section 2.05 or Sections 4.01, to the extent such Deposited Securities may be represented by certificates4.02, which4.03, if required by law4.04, shall be properly endorsed 4.08, 4.09, 5.04, 5.05, 6.01 or accompanied by properly executed instruments of transfer, and if such certificates may be so registered, registered in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Delivery of Deposited Securities consisting of Shares shall be made by delivery of Shares in registered form only. Fractional Shares are not deliverable on the cancellation of American Depositary Shares. To the extent the cancellation of American Depositary Shares would give rise to the delivery of a fractional Share, the Depositary will promptly advise such Holder of such and shall either deliver to such Holder a new Receipt in book entry form on the Direct Registration System evidencing such fractional American Depositary Share or arrange to sell such fractional Share and deliver the net proceeds from such sale (after deduction of the costs and expenses of such sale) to the Holder entitled thereto. Sales of fractional Shares by the Depositary will occur on a periodic basis established by the Depositary on a basis of no less than one sale per month. Notwithstanding any provision of the Deposit Agreement or the Receipts, the Depositary may restrict withdrawals of Deposited Securities only for the reasons set forth in General Instruction I.A.(1) of Form F-6 under the Securities Act of 1933. The immediately foregoing sentence shall not apply to Deposited Securities that are Restricted Securities6.

Appears in 1 contract

Samples: Deposit Agreement (Ing Groep Nv)

Withdrawal of Deposited Securities. Upon receipt surrender of American Depositary Shares at the Depositary’s Office or at such other offices as PrincipalOffice of the Depositary may designate for the purpose of a Holder’s written order directing withdrawal of the Deposited Securities, and upon receipt of (i) payment of all fees, including the fee of the Depositary to cause for cancellation of Receipts (provided for in Article (8) of this Receipt), governmental charges and taxes payable in connection with such surrender and withdrawal, (ii) written instructions of the whole number Holder for delivery of the Deposited Securities represented by the American Depositary Shares evidenced by a Receipt to be withdrawn and delivered to or upon the written order of the person or persons designated in such orderthereby, and upon the surrender, (iii) if applicable, of such Receipt (properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary), the Depositary shall direct the Custodian to deliver without unreasonable delaywritten certification and agreement hereinafter referred to, subject to the terms and conditions of the Deposit Agreement Agreement, the clearing procedures of the Foreign Registrar, the Statutes and Organizational Regulations of the Company and to the provisions of or governing the Deposited Securities, the Holder hereof is entitled to electronic delivery, to him or upon the written order his order, or to physical delivery, if applicable, to an account designated by such Holder, as permitted by applicable law, of the person or persons designated in such order, the amount of Deposited Securities at the time represented by the American Depositary Share or American Depositary Shares evidenced by such this Receipt, and the Custodian shall so deliver such whole number of Deposited Securities, at the office of the Custodian, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder make . Such delivery of such whole number of Deposited Securities will be made without unreasonable delay to delay. A Receipt surrendered or written instructions received for such person or persons at the Depositary’s Office or at any other place specified purposes may be required by the Holder in such order. Directions shall be given by letter or, at the request, risk and expense of the Holder, by cable, telex, electronic or facsimile transmission. Delivery of whole number of Deposited Securities may be made by the delivery of certificates, Depositary to the extent such Deposited Securities may be represented by certificates, which, if required by law, shall be properly endorsed in blank or accompanied by properly executed instruments of transfertransfer in blank, and if such certificates may be the Depositary so registeredrequires, registered in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Delivery of thereof shall execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited Securities consisting being withdrawn to be delivered, subject to applicable clearance procedures of Shares shall be made by delivery the Foreign Registrar and the Statutes and Organizational Regulations of Shares in registered form only. Fractional Shares are not deliverable on the cancellation of American Depositary Shares. To Company, to or upon the extent the cancellation of American Depositary Shares would give rise to the delivery written order of a fractional Share, the Depositary will promptly advise person or persons designated in such Holder of such and shall either deliver to such Holder a new Receipt in book entry form on the Direct Registration System evidencing such fractional American Depositary Share or arrange to sell such fractional Share and deliver the net proceeds from such sale (after deduction of the costs and expenses of such sale) to the Holder entitled thereto. Sales of fractional Shares by the Depositary will occur on a periodic basis established by the Depositary on a basis of no less than one sale per month. Notwithstanding any provision of the Deposit Agreement or the Receipts, the Depositary may restrict withdrawals of Deposited Securities only for the reasons set forth in General Instruction I.A.(1) of Form F-6 under the Securities Act of 1933. The immediately foregoing sentence shall not apply to Deposited Securities that are Restricted Securitiesorder.

Appears in 1 contract

Samples: Deposit Agreement (Centerpulse LTD)

Withdrawal of Deposited Securities. Upon receipt at In connection with any surrender of an ADR for withdrawal of the Depositary’s Office or at such other offices as Deposited Securities represented by the ADSs evidenced thereby, the Depositary may designate require proper endorsement in blank of a such ADR (or duly executed instruments of transfer thereof in blank) and the Holder’s written order directing the Depositary to cause the whole number of Deposited Securities represented by the American Depositary Shares ADSs evidenced by a Receipt such ADR to be withdrawn and delivered to to, or upon the written order of the of, any person or persons designated in such order, and upon the surrender, if applicable, of such Receipt order (properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositarya “Withdrawal Order”), . Directions from the Depositary shall direct to the Custodian to deliver without unreasonable delay, subject to the Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such order, the Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt, and the Custodian shall so deliver such whole number of Deposited Securities, at the office of the Custodian, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder make delivery of such whole number of Deposited Securities without unreasonable delay to such person or persons at the Depositary’s Office or at any other place specified by the Holder in such order. Directions shall be given by letter letter, first class airmail postage prepaid, or, at the request, risk and expense of the Holder, by SWIFT, cable, telex, electronic telex or facsimile transmission. Delivery of whole number of Deposited Securities may be made by the delivery of certificates, to the extent such Deposited Securities may be represented by certificates, certificates (which, if required by law, law shall be properly endorsed or accompanied by properly executed instruments of transfertransfer or, and if such certificates may be so registered, registered in the name of such Holder, Holder or as ordered by such Holder in any Withdrawal Order) or properly endorsed by such other means as the Depositary may deem practicable, including, without limitation, by transfer of record ownership thereof to an account designated in the Withdrawal Order maintained either by the Company or accompanied by proper instruments an accredited intermediary, such as a bank, acting as a registrar for the Deposited Securities. At all times during the term of transfer. Delivery this Deposit Agreement and thereafter (for as long as any ADSs remain outstanding), the Company agrees to ensure that each of Deposited Securities consisting its share registrar and transfer agent processes Share delivery instructions without any prior input, consent or notice being required from the Company or any of Shares shall be made by delivery of Shares in registered form only. Fractional Shares are not deliverable on the cancellation of American Depositary SharesCompany’s other agents. To the extent the cancellation of American Depositary Shares would give rise any such share registrar and/or transfer agent refuses to the process a Share transfer and/or delivery of a fractional Share, the Depositary will promptly advise such Holder of such and shall either deliver to such Holder a new Receipt in book entry form on the Direct Registration System evidencing such fractional American Depositary Share or arrange to sell such fractional Share and deliver the net proceeds from such sale (after deduction of the costs and expenses of such sale) to the Holder entitled thereto. Sales of fractional Shares by the Depositary will occur on a periodic basis established by the Depositary on a basis of no less than one sale per month. Notwithstanding any provision of the Deposit Agreement or the Receiptsinstruction, the Depositary may restrict withdrawals immediately terminate this Deposit Agreement in accordance with the provisions of Deposited Securities only for paragraph (16) hereof. The obligations of the reasons Company set forth in General Instruction I.A.(1) this Section 6 shall survive the termination of Form F-6 under the Securities Act of 1933. The immediately foregoing sentence shall not apply to Deposited Securities that are Restricted Securitiesthis Deposit Agreement.

Appears in 1 contract

Samples: Deposit Agreement (Jupai Holdings LTD)

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Withdrawal of Deposited Securities. Upon receipt at the Depositary’s Office or at such other offices as the Depositary may designate of a Holder’s written order directing the Depositary to cause the whole number of Deposited Securities represented by the American Depositary Shares evidenced by a Receipt to be withdrawn and delivered to or upon the written order of the person or persons designated in such order, and upon the surrender, if applicable, of such Receipt (properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary), the Depositary shall direct the Custodian to deliver without unreasonable delay, subject to the this Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such order, the Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt, and the Custodian shall so deliver such whole number of Deposited Securities, at the office of the Custodian, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder make delivery of such whole number of Deposited Securities without unreasonable delay to such person or persons at the Depositary’s Office or at any other place specified by the Holder in such order. Directions shall be given by letter or, at the request, risk and expense of the Holder, by cable, telex, electronic or facsimile transmission. Delivery of whole number of Deposited Securities may be made by the delivery of certificates, to the extent such Deposited Securities may be represented by certificates, which, if required by law, shall be properly endorsed or accompanied by properly executed instruments of transfer, and if such certificates may be so registered, registered in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Delivery of Deposited Securities consisting of Shares shall be made by delivery of Shares in registered form only. Fractional Shares are not deliverable on the cancellation of American Depositary Shares. To the extent the cancellation of American Depositary Shares would give rise to the delivery of a fractional Share, the Depositary will promptly advise such Holder of such and shall either deliver to such Holder a new Receipt in book entry form on the Direct Registration System evidencing such fractional American Depositary Share or arrange to sell such fractional Share and deliver the net proceeds from such sale (after deduction of the costs and expenses of such sale) to the Holder entitled thereto. Sales of fractional Shares by the Depositary will occur on a periodic basis established by the Depositary on a basis of no less than one sale per month. Notwithstanding any provision of the this Deposit Agreement or the Receipts, the Depositary may restrict withdrawals of Deposited Securities only for the reasons set forth in General Instruction I.A.(1) of Form F-6 under the Securities Act of 1933. The immediately foregoing sentence shall not apply to Deposited Securities that are Restricted Securities.

Appears in 1 contract

Samples: Deposit Agreement (Bp PLC)

Withdrawal of Deposited Securities. Upon receipt at In connection with any surrender of an ADR for withdrawal of the Depositary’s Office or at such other offices as Deposited Securities represented by the ADSs evidenced thereby, the Depositary may designate require proper endorsement in blank of a such ADR (or duly executed instruments of transfer thereof in blank) and the Holder’s written order directing the Depositary to cause the whole number of Deposited Securities represented by the American Depositary Shares ADSs evidenced by a Receipt such ADR to be withdrawn and delivered to to, or upon the written order of the of, any person or persons designated in such order, and upon the surrender, if applicable, of such Receipt order (properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositarya “Withdrawal Order”), . Directions from the Depositary shall direct to the Custodian to deliver without unreasonable delay, subject to the Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such order, the Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt, and the Custodian shall so deliver such whole number of Deposited Securities, at the office of the Custodian, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder make delivery of such whole number of Deposited Securities without unreasonable delay to such person or persons at the Depositary’s Office or at any other place specified by the Holder in such order. Directions shall be given by letter letter, first class airmail postage prepaid, or, at the request, risk and expense of the Holder, by SWIFT, cable, telex, electronic telex or facsimile transmission. Delivery of whole number of Deposited Securities may be made by the delivery of certificates, to the extent such Deposited Securities may be represented by certificates, (a) certificates (which, if required by law, law shall be properly endorsed or accompanied by properly executed instruments of transfertransfer or, and if such certificates may be so registered, registered in the name of such Holder, Holder or as ordered by such Holder in any Withdrawal Order) or properly endorsed or accompanied by proper instruments (b) other documents evidencing title (including extracts from the Share Register) in the name of transfer. Delivery of Deposited Securities consisting of Shares shall be made by delivery of Shares in registered form only. Fractional Shares are not deliverable on the cancellation of American Depositary Shares. To the extent the cancellation of American Depositary Shares would give rise to the delivery of a fractional Share, the Depositary will promptly advise such Holder of or as ordered by such and shall either deliver to such Holder a new Receipt in book entry form on Holder, without unreasonable delay, at the Direct Registration System evidencing such fractional American Depositary Share or arrange to sell such fractional Share and deliver the net proceeds from such sale (after deduction office of the costs Custodian. At the request, risk and expenses of such sale) to the Holder entitled thereto. Sales of fractional Shares by the Depositary will occur on a periodic basis established by the Depositary on a basis of no less than one sale per month. Notwithstanding any provision expense of the Deposit Agreement or the ReceiptsHolder, the Depositary may restrict withdrawals of deliver Deposited Securities only for (other than Shares) at the reasons set forth in General Instruction I.A.(1) of Form F-6 under the Securities Act of 1933Depositary’s Office. The immediately foregoing sentence Company shall not apply to ensure that transfer and recordation of the Deposited Securities that are Restricted Securitiesinto the name of the Holder or as directed by such Holder is effected within 72 hours of the Russian Share Registrar’s receipt of such documentation as may be required by applicable law and regulation and the reasonable and customary internal regulations of the Russian Share Registrar, or as soon as applicable thereafter.

Appears in 1 contract

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

Withdrawal of Deposited Securities. Upon receipt at In connection with any surrender of an ADR for withdrawal of the Depositary’s Office or at such other offices as Deposited Securities represented by the ADSs evidenced thereby, the Depositary may designate require proper endorsement in blank of a such ADR (or duly executed instruments of transfer thereof in blank) and the Holder’s 's written order directing the Depositary to cause the whole number of Deposited Securities represented by the American Depositary Shares ADSs evidenced by a Receipt such ADR to be withdrawn and delivered to to, or upon the written order of the of, any person or persons designated in such order, and upon the surrender, if applicable, of such Receipt order (properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositarya "Withdrawal Order"), . Directions from the Depositary shall direct to the Custodian to deliver without unreasonable delay, subject to the Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such order, the Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt, and the Custodian shall so deliver such whole number of Deposited Securities, at the office of the Custodian, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder make delivery of such whole number of Deposited Securities without unreasonable delay to such person or persons at the Depositary’s Office or at any other place specified by the Holder in such order. Directions shall be given by letter letter, first class airmail postage prepaid, or, at the request, risk and expense of the Holder, by cable, telex, electronic SWIFT, facsimile transmission or facsimile transmissionestablished overnight courier service. Delivery of whole number of Deposited Securities may be made by the delivery of certificates, to the extent such Deposited Securities may be represented by certificates, of (a) certificates (which, if required by law, law shall be properly endorsed or accompanied by properly executed instruments of transfertransfer or, and if such certificates may be so registered, registered in the name of such Holder or as ordered by such Holder in any Withdrawal Order) or (b) other documents evidencing title (including extracts from the Share Register) in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Delivery of Deposited Securities consisting of Shares shall be made by delivery of Shares in registered form only. Fractional Shares are not deliverable on Holder, without unreasonable delay, at the cancellation of American Depositary Shares. To the extent the cancellation of American Depositary Shares would give rise to the delivery of a fractional Share, the Depositary will promptly advise such Holder of such and shall either deliver to such Holder a new Receipt in book entry form on the Direct Registration System evidencing such fractional American Depositary Share or arrange to sell such fractional Share and deliver the net proceeds from such sale (after deduction office of the costs Custodian. At the request, risk and expenses of such sale) to the Holder entitled thereto. Sales of fractional Shares by the Depositary will occur on a periodic basis established by the Depositary on a basis of no less than one sale per month. Notwithstanding any provision expense of the Deposit Agreement or the ReceiptsHolder, the Depositary may restrict withdrawals of deliver Deposited Securities only for (other than Shares) at the reasons set forth in General Instruction I.A.(1) of Form F-6 under the Securities Act of 1933Depositary's Office. The immediately foregoing sentence Company shall not apply to ensure that transfer and recordation of the Deposited Securities that are Restricted Securitiesinto the name of the Holder or as directed by such Holder is effected within 72 hours of the Russian Share Registrar's receipt of such documentation as may be required by applicable law and regulation and the reasonable and customary internal regulations of the Russian Share Registrar, or as soon as applicable thereafter.

Appears in 1 contract

Samples: Deposit Agreement

Withdrawal of Deposited Securities. Upon receipt surrender of this Receipt and payment of the fee of the Depositary provided for in paragraph (7) of this Receipt at the Depositary’s 's Office or at such other offices as the Depositary it may designate of a Holder’s written order directing the Depositary to cause the whole number of Deposited Securities represented by the American Depositary Shares evidenced by a Receipt to be withdrawn and delivered to or upon the written order of the person or persons designated in such order, and upon the surrender, if applicable, of such Receipt (properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary), the Depositary shall direct the Custodian to deliver without unreasonable delaydesignate, subject to the Deposit Agreement and to the provisions of or governing the Deposited Securities, the Holders hereof arc entitled to or upon the written order Delivery of such Deposited Securities and the person or persons designated in delivery of Transfer Documents with respect to such order, the Deposited Securities at the time represented by the American Depositary Shares evidenced by such this Receipt, in each case in the name of such Holder or upon such Holder's order. Such Delivery and the Custodian delivery, respectively, shall so deliver such whole number of Deposited Securities, be at the office of the Custodian. For purposes of this Receipt, except the term “Delivery” shall mean, with respect to any security, either (i) the recording of transfer of such security by the entity or entities required or empowered by Spanish law or (ii) in the case of securities not subject to transfer by recordation, the delivery of a physical certificate representing such security, and the term “transfer Documents” shall mean such document or documents, if any, that, together with Delivery of a security, effectuates the legal transfer of title of a security under Spanish law, and that provides ail reference numbers necessary to determine ail rights and privileges, including the Depositary mayright to receive all dividends and other distributions to be paid or made available to holders of such securities after such securities are deposited pursuant to the Deposit Agreement, in its discretion, at whether or not such dividends or other distributions were declared or authorized prior to the time such securities are so deposited. At the request, risk and expense of the Holder holder hereof, the Depositary may deliver such Transfer Documents and make delivery of such whole number of Deposited Securities without unreasonable delay to such person or persons Delivery at the Depositary’s 's Office or at any such other place specified as may have been requested by the Holder in such order. Directions shall be given by letter or, at the request, risk and expense of the Holder, by cable, telex, electronic or facsimile transmission. Delivery of whole number of Deposited Securities may be made by the delivery of certificates, to the extent such Deposited Securities may be represented by certificates, which, if required by law, shall be properly endorsed or accompanied by properly executed instruments of transfer, and if such certificates may be so registered, registered in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Delivery of Deposited Securities consisting of Shares shall be made by delivery of Shares in registered form only. Fractional Shares are not deliverable on the cancellation of American Depositary Shares. To the extent the cancellation of American Depositary Shares would give rise to the delivery of a fractional Share, the Depositary will promptly advise such Holder of such and shall either deliver to such Holder a new Receipt in book entry form on the Direct Registration System evidencing such fractional American Depositary Share or arrange to sell such fractional Share and deliver the net proceeds from such sale (after deduction of the costs and expenses of such sale) to the Holder entitled thereto. Sales of fractional Shares by the Depositary will occur on a periodic basis established by the Depositary on a basis of no less than one sale per month. Notwithstanding any other provision of the Deposit Agreement or the Receiptsthis Receipt, the Depositary may restrict withdrawals of Deposited Securities only for the reasons set forth in General Instruction I.A.(1IA(l) of to Form F-6 under the Securities Act of 1933. The immediately foregoing sentence shall not apply to Deposited Securities that are Restricted Securities, as amended.

Appears in 1 contract

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

Withdrawal of Deposited Securities. Upon receipt at the Depositary’s Office or at such other offices as the Depositary may designate surrender of a Holder’s written order directing the Depositary to cause the whole number of Deposited Securities represented by the American Depositary Shares evidenced by a Receipt to be withdrawn and delivered to or upon the written order of the person or persons designated in such order, and upon the surrender, if applicable, of such Receipt (properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary), at the Depositary’s Office or at such other offices as it may designate, together with the Holder’s written instructions, substantially in the form, or to substantially the same effect as provided in, Exhibit C hereto, directing the Depositary to cause the Deposited Securities the right to receive which is represented by the American Depositary Shares evidenced by such Receipt to be withdrawn and delivered to or upon the written order of the person or persons designated in such instructions, the Depositary shall request the execution of new Transfer Documents to or upon the written order of the person or persons designated in such instructions (“New Transfer Documents”), and shall direct the Custodian to deliver make Delivery without unreasonable delay, subject to the this Deposit Agreement and to the provisions of or governing Deposited Securities, to or upon the written order of the person or persons designated in such orderinstructions, of the Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt, together with the New Transfer Documents, and the Custodian shall so deliver make Delivery of such whole number Deposited Securities and delivery of Deposited Securities, such New Transfer Documents at the office of the CustodianCustodian or at the Depositary’s Office, as the Holder requests, except that the Depositary may, in its discretion, at the request, risk and expense of the Holder make Delivery of such Deposited Securities and delivery of such whole number of Deposited Securities New Transfer Documents, without unreasonable delay to such person or persons at the Depositary’s Office or at any other place specified requested by the Holder in such orderinstructions. Directions The holder shall specify whether Delivery of Deposited Securities should be effected through (i) the recording of the transfer of such security by the entity or entities duly approved by Spanish law or (ii) the delivery of a physical certificate representing such Deposited Securities. Instructions of the Holder shall be given by letter or, at the request, risk and expense of the Holder, by cable, telex, electronic telex or facsimile transmission. Delivery of whole number of Deposited Securities may be made by the delivery of certificates, to the extent such Deposited Securities may be represented by certificates, which, if required by law, shall be properly endorsed or accompanied by properly executed instruments of transfer, and if such certificates may be so registered, registered in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Delivery of Deposited Securities consisting of Shares shall be made by delivery of Shares in registered form only. Fractional Shares are not deliverable on the cancellation of American Depositary Shares. To the extent the cancellation of American Depositary Shares would give rise to the delivery of a fractional Share, the Depositary will promptly advise such Holder of such and shall either deliver to such Holder a new Receipt in book entry form on the Direct Registration System evidencing such fractional American Depositary Share or arrange to sell such fractional Share and deliver the net proceeds from such sale (after deduction of the costs and expenses of such sale) to the Holder entitled thereto. Sales of fractional Shares by the Depositary will occur on a periodic basis established by the Depositary on a basis of no less than one sale per month. Notwithstanding any provision of the this Deposit Agreement or the Receiptsreceipts, the Depositary may restrict withdrawals of Deposited Securities only for the reasons set forth in General Instruction I.A.(1IA(1) of to Form F-6 under the Securities Act of 1933. The immediately foregoing sentence shall not apply to Deposited Securities that are Restricted Securities.

Appears in 1 contract

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

Withdrawal of Deposited Securities. Upon receipt Subject to paragraphs (4) (Certain Limitations to Registration, Transfer etc.) and (5) (Liability for Taxes, Duties and Other Charges), upon surrender of (a) a certificated ADR in a form satisfactory to the Depositary at the Depositary’s Transfer Office or at such other offices as (b) proper instructions and documentation in the Depositary may designate case of a Holder’s written order directing Direct Registration ADR, the Depositary Holder hereof is entitled to cause the whole number of Deposited Securities represented by the American Depositary Shares evidenced by a Receipt to be withdrawn and delivered to delivery at, or upon the written order of the person or persons designated in such order, and upon the surrender, if applicable, of such Receipt (properly endorsed in blank or accompanied by proper instruments of transfer in blank, to the extent required by the Depositary)in dematerialized form from, the Depositary shall direct the Custodian to deliver without unreasonable delay, subject to the Deposit Agreement and to the provisions Custodian’s office of or governing Deposited Securities, to or upon the written order of the person or persons designated in such order, the Deposited Securities at the time represented by the American Depositary Shares ADSs evidenced by this ADR. In the Deposit Agreement the Company has agreed that, to the extent any instructions, input, consent, notice and/or other actions on the part of the Company are required in order for the Company or its share registrar and/or transfer agent to process Share delivery instructions, the Company shall not unreasonably withhold the provision of such Receiptinstructions, input, consent or notice or the taking of any such other action. The Company agrees to cooperate with the Depositary and to take all actions, and the Custodian shall so deliver such whole number of Deposited Securities, at the office to instruct and cause any registrar of the CustodianDeposited Securities to take all such actions, except that as may be requested by the Depositary mayDepositary, in its discretionor are otherwise necessary or required, at to effectuate the withdrawal and transfer of the Deposited Securities upon any cancellation of ADRs by Holders and/or Beneficial Owners thereof. At the request, risk and expense of the Holder make delivery of such whole number of Deposited Securities without unreasonable delay to such person or persons at hereof, the Depositary’s Office or at any other place specified by the Holder in such order. Directions shall be given by letter or, at the request, risk and expense of the Holder, by cable, telex, electronic or facsimile transmission. Delivery of whole number of Deposited Securities Depositary may be made by the delivery of certificates, to the extent deliver such Deposited Securities at such other place as may be represented by certificates, which, if required by law, shall be properly endorsed or accompanied by properly executed instruments of transfer, and if such certificates may be so registered, registered in the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper instruments of transfer. Delivery of Deposited Securities consisting of Shares shall be made by delivery of Shares in registered form only. Fractional Shares are not deliverable on the cancellation of American Depositary Shares. To the extent the cancellation of American Depositary Shares would give rise to the delivery of a fractional Share, the Depositary will promptly advise such Holder of such and shall either deliver to such Holder a new Receipt in book entry form on the Direct Registration System evidencing such fractional American Depositary Share or arrange to sell such fractional Share and deliver the net proceeds from such sale (after deduction of the costs and expenses of such sale) to the Holder entitled thereto. Sales of fractional Shares have been requested by the Depositary will occur on a periodic basis established by the Depositary on a basis of no less than one sale per monthHolder. Notwithstanding any other provision of the Deposit Agreement or the Receiptsthis ADR, the Depositary may restrict withdrawals withdrawal of Deposited Securities may be restricted only for the reasons set forth in General Instruction I.A.(1I.A. (1) of Form F-6 (as such instructions may be amended from time to time) under the Securities Act of 1933. The immediately foregoing sentence shall not apply to Deposited Securities that are Restricted Securities.

Appears in 1 contract

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

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