Common use of Combination & Split Up Clause in Contracts

Combination & Split Up. The Registrar shall register the split-up or combination of ADRs (and of the ADSs represented thereby) on the books maintained for such purpose and the Depositary shall (x) cancel such ADRs and execute new ADRs for the number of ADSs requested, but in the aggregate not exceeding the number of ADSs evidenced by the ADRs cancelled by the Depositary, (y) cause the Registrar to countersign such new ADRs and (z) Deliver such new ADRs to or upon the order of the Holder thereof, if each of the following conditions has been satisfied: (i) the ADRs have been duly Delivered by the Holder (or by a duly authorized attorney of the Holder) to the Depositary at its Principal Office for the purpose of effecting a split-up or combination thereof, and (ii) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 and Exhibit B hereto) have been paid, subject, however, in each case, to the terms and conditions of the applicable ADRs, of this Deposit Agreement and of applicable law, in each case as in effect at the time thereof. Co-Transfer Agents. The Depositary may appoint one or more co-transfer agents for the purpose of effecting transfers, combinations and split-ups of ADRs at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Holders or persons entitled to such ADRs and will be entitled to protection and indemnity to the same extent as the Depositary. Such co-transfer agents may be removed and substitutes appointed by the Depositary. Each co-transfer agent appointed under this Section 2.6 (other than the Depositary) shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit Agreement.

Appears in 2 contracts

Sources: Deposit Agreement (Tata Motors LTD/Fi), Deposit Agreement (Tata Motors LTD/Fi)

Combination & Split Up. The Registrar shall register the split-up or combination of ADRs (and of the ADSs represented thereby) on the books maintained for such purpose and the Depositary shall (x) cancel such ADRs and execute new ADRs for the number of ADSs requested, but in the aggregate not exceeding the number of ADSs evidenced by the ADRs cancelled canceled by the Depositary, (y) cause the Registrar to countersign such new ADRs ADRs, and (z) Deliver such new ADRs to or upon the order of the Holder Owner thereof, if each of the following conditions has been satisfied: (i) the ADRs have been duly Delivered by the Holder Owner (or by a duly authorized attorney of the HolderOwner) to the Depositary at its Principal Office for the purpose of effecting a split-up or combination thereof, and (ii) all applicable fees and charges of, and expenses incurred by, the Depositary and all applicable taxes and governmental charges (as are set forth in Section 5.9 5.09 of, and Exhibit B heretoto, the Deposit Agreement) have been paid, subject, however, in each case, to the terms and conditions of the applicable ADRs, of this the Deposit Agreement and of applicable law, in each case as in effect at the time thereof. Co-Transfer Agents. The Depositary delivery of ADSs against deposits of Shares generally or against deposits of particular Shares may appoint one be suspended, or more co-the transfer agents for of ADSs in particular instances may be refused, or the purpose registration of effecting transferstransfer of outstanding ADSs generally may be suspended, combinations and split-ups of ADRs at designated during any period when the transfer offices on behalf books of the DepositaryDepositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of the Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. In carrying out its functionsNotwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding ADSs and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the deposit of Shares in connection with voting at a co-transfer agent may require evidence shareholders’ meeting, or the payment of authority dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with applicable any U.S. or foreign laws and other requirements by Holders or persons entitled governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares required to be registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such ADRs and will be entitled to protection and indemnity to the same extent as the Depositary. Such co-transfer agents may be removed and substitutes appointed by the Depositary. Each co-transfer agent appointed under this Section 2.6 (other than the Depositary) shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms of this Deposit AgreementShares.

Appears in 1 contract

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