Certain Rights of the Depositary. Limitations. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADSs. The Depositary may execute and deliver ADSs against evidence of rights to receive Shares from the Company, or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records on behalf of the Company in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereof. Neither the Depositary nor the Custodian, as such, shall lend Shares or ADSs; provided, however, the Depositary reserves the right to (i) execute and deliver ADRs prior to the receipt of Shares pursuant to Section 2.02 of the Agreement and (ii) deliver Shares prior to the receipt and cancellation of ADRs pursuant to Section 2.05 of the Agreement, including ADRs which were issued under (i) above but for which Shares may not have been received. The Depositary may receive ADRs in lieu of Shares under (i) above and receive Shares in lieu of ADRs under (ii) above. Each such transaction shall be (a) accompanied by (x) a written representation by the person or entity (the "Applicant") to whom ADRs are issued or Shares delivered that at the time the Depositary executes and delivers such ADRs or delivers such Shares, the Applicant or its customer owns the Shares or ADRs to be delivered to the Depositary or (y) such evidence of ownership of Shares or ADRs as the Depositary deems appropriate, (b) subject to a written representation by the Applicant that it will hold such Shares or ADRs in trust for the Depositary until their delivery to the Depositary or Custodian and reflect on its records the Depositary as owner of such Shares or ADRs and deliver such Shares upon the Depositary's request, (c) at all times fully collateralized (marked to market daily) with cash, United States government securities, or other collateral of comparable safety and liquidity, (d) terminable by the Depositary on not more than five (5) business days' notice, and (e) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary intends that the number of ADRs executed and delivered by it under (i) above and outstanding at any time, generally will not exceed thirty percent (3 0%) of the ADRs executed and delivered by the Depositary and with respect to which Shares are on deposit with the Depositary or Custodian. The Depositary will also set limits with respect to the number of ADRs and Shares involved in transactions to be effected hereunder with any one person on a case by case basis as it deems appropriate. Collateral provided by an Applicant for ADRs or Shares, but not the earnings thereon, shall be held for the benefit of the Holder. The Depositary may retain for its own account any compensation received by it in connection with the foregoing, including without limitation earnings on the collateral.
Appears in 1 contract
Sources: Amended and Restated Deposit Agreement (Nokia Corp)
Certain Rights of the Depositary. Limitations. The Depositary Subject to the further terms and provisions of this Article (25), the Depositary, its agents Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates Affiliates and in ADSs. The Depositary may execute and deliver issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records on behalf of the Company in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereofShares. Neither In its capacity as Depositary, the Depositary nor the Custodian, as such, shall not lend Shares or ADSs; provided, however, that the Depositary reserves the right to may (i) execute and deliver ADRs issue ADSs prior to the receipt of Shares pursuant to Section 2.02 2.3 of the Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of ADRs ADSs for withdrawal of Deposited Securities pursuant to Section 2.05 2.7 of the Deposit Agreement, including ADRs ADSs which were issued under (i) above but for which Shares may not have been receivedreceived (each such transaction a "Pre-Release Transaction"). The Depositary may receive ADRs ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADRs ADSs under (ii) above. Each such transaction shall Pre-Release Transaction will be (a) accompanied by (x) or subject to a written representation by agreement whereby the person or entity (the "Applicant") to whom ADRs are issued ADSs or Shares are to be delivered (1) represents that at the time of the Depositary executes and delivers such ADRs or delivers such Shares, Pre-Release Transaction the Applicant or its customer owns the Shares or ADRs ADSs that are to be delivered to the Depositary or (y) such evidence of ownership of Shares or ADRs as the Depositary deems appropriate, (b) subject to a written representation by the Applicant that it will hold under such Shares or ADRs in trust for the Depositary until their delivery Pre-Release Transaction, (2) agrees to the Depositary or Custodian and reflect on its records indicate the Depositary as owner of such Shares or ADRs ADSs in its records and deliver to hold such Shares upon the Depositary's request, (c) at all times fully collateralized (marked to market daily) with cash, United States government securities, or other collateral of comparable safety and liquidity, (d) terminable by ADSs in trust for the Depositary on not more than five (5) business days' notice, and (e) subject until such Shares or ADSs are delivered to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary intends that the number of ADRs executed and delivered by it under (i) above and outstanding at any time, generally will not exceed thirty percent (3 0%) of the ADRs executed and delivered by the Depositary and with respect to which Shares are on deposit with the Depositary or the Custodian, (3) (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ____________________________ whose taxpayer identification number is ____________________________ and whose address including postal zip code is ____________________________, the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing ____________________________ attorney-in-fact to transfer said Receipt on the books of the Depositary with full power of substitution in the premises. Dated: Name: ______________________________________ By: Title: NOTICE: The Depositary will also set limits signature of the Holder to this assignment must correspond with respect to the number name as written upon the face of ADRs and Shares involved the within instrument in transactions to every particular, without alteration or enlargement or any change whatsoever. If the endorsement be effected hereunder with any one person on a case by case basis as it deems appropriate. Collateral provided executed by an Applicant for ADRs attorney, executor, administrator, trustee or Sharesguardian, but the person executing the endorsement must give his/her full title in such capacity and proper evidence of authority to act in such capacity, if not the earnings thereon, shall be held for the benefit of the Holder. The Depositary may retain for its own account any compensation received by it in connection on file with the foregoingDepositary, including without limitation earnings on the collateral.must be forwarded with this Receipt. _________________________
Appears in 1 contract
Certain Rights of the Depositary. Limitations. The Depositary Subject to the further terms and provisions of this Article (25), the Depositary, its agents Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates Affiliates and in ADSs. The Depositary may execute and deliver issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records on behalf of the Company in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereofShares. Neither In its capacity as Depositary, the Depositary nor the Custodian, as such, shall not lend Shares or ADSs; provided, however, that the Depositary reserves the right to may (i) execute and deliver ADRs issue ADSs prior to the receipt of Shares pursuant to Section 2.02 2.3 of the Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of ADRs ADSs for withdrawal of Deposited Securities pursuant to Section 2.05 2.7 of the Deposit Agreement, including ADRs ADSs which were issued under (i) above but for which Shares may not have been receivedreceived (each such transaction a "Pre-Release Transaction"). The Depositary may receive ADRs ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADRs ADSs under (ii) above. Each such transaction shall Pre-Release Transaction will be (a) accompanied by (x) or subject to a written representation by agreement whereby the person or entity (the "Applicant") to whom ADRs are issued ADSs or Shares are to be delivered (1) represents that at the time of the Depositary executes and delivers such ADRs or delivers such Shares, Pre-Release Transaction the Applicant or its customer owns the Shares or ADRs ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (2) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y3) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such evidence of ownership of Shares or ADRs as ADSs and (4) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) subject to a written representation by the Applicant that it will hold such Shares or ADRs in trust for the Depositary until their delivery to the Depositary or Custodian and reflect on its records the Depositary as owner of such Shares or ADRs and deliver such Shares upon the Depositary's request, (c) at all times fully collateralized (marked to market daily) with cash, United States U.S. government securities, securities or such other collateral of comparable safety and liquidityas the Depositary deems appropriate, (dc) terminable by the Depositary on not more than five (5) business days' notice, notice and (ed) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary intends that will normally limit the number of ADRs executed ADSs and delivered by it Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above and outstanding at any timeabove), generally will not exceed thirty percent (3 0%) of the ADRs executed and delivered by provided, however, that the Depositary and with respect reserves the right to which Shares are on deposit with the Depositary change or Custodiandisregard such limit from time to time as it deems appropriate. The Depositary will may also set limits with respect to the number of ADRs ADSs and Shares involved in transactions to be effected hereunder Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. Collateral provided by an Applicant for ADRs or Shares, but not the earnings thereon, shall be held for the benefit of the Holder. The Depositary may retain for its own account any compensation received by it in connection conjunction with the foregoing. Collateral provided pursuant to (b) above, but not earnings thereon, shall be held for the benefit of the Holders (other than the Applicant). (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ____________________________ whose taxpayer identification number is ____________________________ and whose address including without limitation earnings postal zip code is ____________________________, the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing ____________________________ attorney-in-fact to transfer said Receipt on the collateralbooks of the Depositary with full power of substitution in the premises.
Appears in 1 contract
Certain Rights of the Depositary. Limitations. The Depositary Subject to the further terms and provisions of this Article (25), the Depositary, its agents Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates Affiliates and in ADSs. The Depositary may execute and deliver issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records on behalf of the Company in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereofShares. Neither In its capacity as Depositary, the Depositary nor the Custodian, as such, shall not lend Shares or ADSs; provided, however, that the Depositary reserves the right to may (i) execute and deliver ADRs issue ADSs prior to the receipt of Shares pursuant to Section 2.02 2.3 of the Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of ADRs ADSs for withdrawal of Deposited Securities pursuant to Section 2.05 2.7 of the Deposit Agreement, including ADRs ADSs which were issued under (i) above but for which Shares may not have been receivedreceived (each such transaction a "Pre-Release Transaction"). The Depositary may receive ADRs ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADRs ADSs under (ii) above. Each such transaction shall Pre-Release Transaction will be (a) accompanied by (x) or subject to a written representation by agreement whereby the person or entity (the "Applicant") to whom ADRs are issued ADSs or Shares are to be delivered (w) represents that at the time of the Depositary executes and delivers such ADRs or delivers such Shares, Pre-Release Transaction the Applicant or its customer owns the Shares or ADRs ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such evidence of ownership of Shares or ADRs as ADSs and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) subject to a written representation by the Applicant that it will hold such Shares or ADRs in trust for the Depositary until their delivery to the Depositary or Custodian and reflect on its records the Depositary as owner of such Shares or ADRs and deliver such Shares upon the Depositary's request, (c) at all times fully collateralized (marked to market daily) with cash, United States U.S. government securities, securities or such other collateral of comparable safety and liquidityas the Depositary deems appropriate, (dc) terminable by the Depositary on not more than five (5) business days' notice, notice and (ed) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary intends that will normally limit the number of ADRs executed ADSs and delivered by it Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above and outstanding at any timeabove), generally will not exceed thirty percent (3 0%) of the ADRs executed and delivered by provided, however, that the Depositary and with respect reserves the right to which Shares are on deposit with the Depositary change or Custodiandisregard such limit from time to time as it deems appropriate. The Depositary will may also set limits with respect to the number of ADRs ADSs and Shares involved in transactions to be effected hereunder Pre-Release Transactions with any one anyone person on a case by case basis as it deems appropriate. Collateral provided by an Applicant for ADRs or Shares, but not the earnings thereon, shall be held for the benefit of the Holder. The Depositary may retain for its own account any compensation received by it in connection conjunction with the foregoing. Collateral provided pursuant to (b) above, but not earnings thereon, shall be held for the benefit of the Holders (other than the Applicant). (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ________________ whose taxpayer identification number is __________________ and whose address including without limitation earnings postal zip code is ___________________, the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing _____________________ attorney-in-fact to transfer said Receipt on the collateral.books of the Depositary with full power of substitution in the premises. Dated: Name: ________________________________ By: Title:
Appears in 1 contract
Sources: Deposit Agreement (PCCW LTD)
Certain Rights of the Depositary. Limitations. The Depositary Subject to the further terms and provisions of this Article (25), the Depositary, its agents Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its affiliates Affiliates and in ADSs. The Depositary may execute and deliver issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records on behalf of the Company in respect of the Shares. Such evidence of rights shall consist of written blanket or specific guarantees of ownership of Shares furnished on behalf of the holder thereofShares. Neither In its capacity as Depositary, the Depositary nor the Custodian, as such, shall not lend Shares or ADSs; provided, however, that the Depositary reserves the right to may (i) execute and deliver ADRs issue ADSs prior to the receipt of Shares pursuant to Section 2.02 2.3 of the Deposit Agreement and (ii) deliver Shares prior to the receipt and cancellation of ADRs ADSs for withdrawal of Deposited Securities pursuant to Section 2.05 2.7 of the Deposit Agreement, including ADRs ADSs which were issued under (i) above but for which Shares may not have been receivedreceived (each such transaction a "Pre-Release Transaction"). The Depositary may receive ADRs ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADRs ADSs under (ii) above. Each such transaction shall Pre-Release Transaction will be (a) accompanied by (x) or subject to a written representation by agreement whereby the person or entity (the "Applicant") to whom ADRs are issued ADSs or Shares are to be delivered (1) represents that at the time of the Depositary executes and delivers such ADRs or delivers such Shares, Pre-Release Transaction the Applicant or its customer owns the Shares or ADRs ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (2) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y3) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such evidence of ownership of Shares or ADRs as ADSs and (4) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) subject to a written representation by the Applicant that it will hold such Shares or ADRs in trust for the Depositary until their delivery to the Depositary or Custodian and reflect on its records the Depositary as owner of such Shares or ADRs and deliver such Shares upon the Depositary's request, (c) at all times fully collateralized (marked to market daily) with cash, United States U.S. government securities, securities or such other collateral of comparable safety and liquidityas the Depositary deems appropriate, (dc) terminable by the Depositary on not more than five (5) business days' notice, notice and (ed) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary intends that will normally limit the number of ADRs executed ADSs and delivered by it Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above and outstanding at any timeabove), generally will not exceed thirty percent (3 0%) of the ADRs executed and delivered by provided, however, that the Depositary and with respect reserves the right to which Shares are on deposit with the Depositary change or Custodiandisregard such limit from time to time as it deems appropriate. The Depositary will may also set limits with respect to the number of ADRs ADSs and Shares involved in transactions to be effected hereunder Pre-Release Transactions with any one person on a case by case basis as it deems appropriate. Collateral provided by an Applicant for ADRs or Shares, but not the earnings thereon, shall be held for the benefit of the Holder. The Depositary may retain for its own account any compensation received by it in connection conjunction with the foregoing. Collateral provided pursuant to (b) above, but not earnings thereon, shall be held for the benefit of the Holders (other than the Applicant). (ASSIGNMENT AND TRANSFER SIGNATURE LINES) FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ____________________________ whose taxpayer identification number is ____________________________ and whose address including without limitation earnings postal zip code is ____________________________, the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing ____________________________ attorney-in-fact to transfer said Receipt on the collateral.books of the Depositary with full power of substitution in the premises. Dated: Name: ______________________________________ By: Title: NOTICE: The signature of the Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever. If the endorsement be executed by an attorney, executor, administrator, trustee or guardian, the person executing the endorsement must give his/her full title in such capacity and proper evidence of authority to act in such capacity, if not on file with the Depositary, must be forwarded with this Receipt. _________________________
Appears in 1 contract
Sources: Amendment No. 1 to Second Amended and Restated Deposit Agreement (Energy Co of Minas Gerais)