Deposit with Custodian Clause Samples
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Deposit with Custodian. Until the Depositary is notified otherwise, the Company has informed the Depositary that under ROC law, as in effect as of the date hereof, no deposits of Eligible Securities may be made in an ADR Facility, and no ADSs may be issued against such deposits, without receipt of specific approval of the SFB, except in connection with (i) the distribution of additional Eligible Securities in connection with dividends on or free distributions of Eligible Securities, (ii) the exercise by Holders of their preemptive rights applicable to Eligible Securities evidenced by ADSs in the event of capital increases for cash, or (iii) the purchase, as permitted hereunder, directly by any person or through the Depositary of Shares on the TSE for deposit in the Share ADR Facility, provided that the total number of ADSs outstanding after an issuance described in clause (iii) does not exceed the number of issued ADSs previously approved by the SFB in connection with the Offering (plus any ADSs created pursuant to clauses (i) and (ii) above), and subject to any adjustment in the number of Eligible Securities represented by each ADS. Under ROC law, as in effect as of the date hereof, issuances under clause (iii) above will be permitted only to the extent that previously issued ADSs have been canceled and the Shares withdrawn from the Share ADR Facility upon cancellation of such ADSs have been sold on the TSE. Except as contemplated by Section 2.11 hereof, the Depositary will not accept any Shares from the Company or an Affiliate for deposit pursuant to clause (iii) unless it receives satisfactory opinions of ROC and U.S. counsel to the person(s) requesting to make such deposit to the effect that such Shares may lawfully be deposited pursuant to the Deposit Agreement and are not Restricted Securities. The laws of the ROC applicable to the deposit of Eligible Securities may change from time to time. There can be no assurances that current law will continue in effect or that future changes of ROC law will not adversely affect the ability to deposit Eligible Securities hereunder. Subject always to the laws and regulations of the ROC, the Initial Deposit of Eligible Securities into the ADR Facilities will be made, by or on behalf of the Company or the investors (or nominees for the investors) acquiring Eligible Securities and/or ADSs in the Offering, by the Delivery to the Custodian of a Certificate of Payment evidencing the irrevocable right to receive the physical share certificates...
Deposit with Custodian. Subject to the terms and conditions of the Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A)
(i) in the case of Shares represented by certificates issued in registered form, appropriate instruments of transfer or endorsement, in a form satisfactory to the Custodian, (ii) in the case of Shares represented by certificates in bearer form, the requisite coupons and talons pertaining thereto, and (iii) in the case of Shares delivered by book-entry transfer, confirmation of such book-entry transfer to the Custodian or that irrevocable instructions have been given to cause such Shares to be so transferred, (B) such certifications and payments (including, without limitation, the Depositary's fees and related charges) and evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way of receipt) as may be required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement and applicable law, (C) if the Depositary so requires, a written order directing the Depositary to issue and deliver to, or upon the written order of, the person(s) stated in such order the number of ADSs representing the Shares so deposited, (D) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in India, and (E) if the Depositary so requires, (i) an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian and (ii) if the Shares are registered in the name of the person on whose behalf they are pre...
Deposit with Custodian. Shares may be deposited under this Deposit Agreement by delivery thereof to the Custodian, properly endorsed or accompanied by a duly executed instrument or instruments of transfer in form satisfactory to the Custodian, together with any other documents and payments required under this Deposit Agreement, and a written order directing the Depositary to issue to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts through the Direct Registration System (or, if specifically requested, certificated Receipts) for the number of American Depositary Shares representing such deposited Shares. At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive certificates for Shares to be deposited, together with any other documents and payments required under this Deposit Agreement, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder.
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Company or the Share Registrar, if any, are closed, by Delivery of the Shares to the Custodian. Every deposit of Shares shall be accompanied by the following: (A)
Deposit with Custodian. Subject to the terms and conditions of this Agreement, the Depositary shall issue ADRs for delivery at the Depositary's Corporate Trust Office against delivery or transfer to the Custodian of: (i) Shares by credit to the account of the Custodian with Clearing AG or (ii) subject to the provisions of Paragraph (5) of the Form of ADR, rights to receive Shares. ADRs issued upon the deposit of rights to receive Shares in accordance with clause (ii) of this Section 3(a) are hereinafter referred to as "Pre-released ADRs", and each such issuance as a "Pre-release", until such time as Shares are deposited with the Custodian in accordance with clause (i) of this Section 3(a). In connection with any such deposit, the Depositary or the Custodian may require (i) a written order from the person making such deposit specifying the person or persons in whose name the ADRs are to be issued (a "Delivery Order") or (ii) such other certifications as the Depositary or the Custodian may require in accordance with the provisions of this Agreement. No Share shall be accepted for deposit unless accompanied by evidence satisfactory to the Depositary that the necessary approval, if any, has been granted by the governmental body, if any, in the Federal Republic of Germany which is then performing the function of the regulation of currency exchange.
Deposit with Custodian. Subject to the terms and conditions of this Agreement, the Depositary shall issue ADSs evidenced by ADRs for delivery at the Depositary's Office against delivery or transfer to the Custodian of Shares by credit thereof to the account of the Custodian with CSB. In connection with any such deposit, the Depositary or the Custodian may require a written order from the person making such deposit specifying the person or persons in whose name the ADSs evidenced by ADRs are to be issued (a "Delivery Order"). If use of the CSB book-entry system in connection with the ADSs is discontinued at any time for any reason, the Company shall make such other book-entry arrangements (if any) that it determines, after consultation with the Depositary, are reasonable.
Deposit with Custodian. Subject to the terms and conditions of this Deposit Agreement and applicable law, Shares or evidence of rights to receive Shares (other than Restricted Securities) may be deposited by any Person (including the Depositary in its individual capacity but subject, however, in the case of the Company or any Affiliate of the Company, to Section 5.7 hereof) at any time, whether or not the transfer books of the Depositary or the Company are closed, by Delivery of the Shares in bearer form with the related dividend sheets to the Custodian in the securities account maintained by the Custodian for such purpose at Euroclear Nederland. Every deposit of Shares shall be accompanied by the following: (A) such certifications and payments (including, without limitation, the Depositary’s fees and related charges) and evidence of such payments (including, without limitation, stamping or otherwise marking such Shares by way of receipt) as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, (B) if the Depositary so requires, a written order directing the Depositary to execute and deliver to, or upon the written order of, the Person or Persons stated in such order a Receipt or Receipts for the number of American Depositary Shares representing the Shares so deposited, (C) evidence satisfactory to the Depositary (which may be an opinion of counsel) that all necessary approvals have been granted by, or there has been compliance with the rules and regulations of, any applicable governmental agency in The Netherlands, and (D) if the Depositary so requires, an agreement, assignment or instrument satisfactory to the Depositary or the Custodian which provides for the prompt transfer by any Person in whose name the Shares are or have been recorded to the Custodian of any distribution, or right to subscribe for additional Shares or to receive other property in respect of any such deposited Shares or, in lieu thereof, such indemnity or other agreement as shall be satisfactory to the Depositary or the Custodian. Any Person depositing Shares hereunder shall be deemed to represent that the Shares deposited are not Restricted Securities. Without limiting any other provision of this Deposit Agreement, the Depositary shall instruct the Custodian not to, and the Depositary shall not knowingly, accept for deposit (a) any Restricted Securities nor (b) any fractional Shares or fractional Deposited Securities nor (c) a number of Shares or De...
Deposit with Custodian. Subject to the terms and conditions of this Agreement, the Depositary shall issue ADSs evidenced by ADRs for delivery at the Depositary’s Office against delivery or transfer to the Custodian of: (i) Shares by credit to the account of the Custodian with CSB or (ii) subject to the provisions of Paragraph (5) of the Form of ADR, rights to receive Shares. ADSs evidenced by ADRs issued upon the deposit of rights to receive Shares in accordance with clause (ii) of this Section 3(a) are hereinafter referred to as “Pre-released ADRs”, and each such issuance as a “Pre-release”, until such time as Shares are deposited with the Custodian in accordance with clause (i) of this Section 3(a). In connection with any such deposit, the Depositary or the Custodian may require a written order from the person making such deposit specifying the person or persons in whose name the ADSs evidenced by ADRs are to be issued (a “Delivery Order”). If use of the CSB book-entry system in connection with the ADSs is discontinued at any time for any reason, the Company shall make such other book-entry arrangements (if any) that it determines, after consultation with the Depositary, are reasonable.
Deposit with Custodian. Subject to the terms and conditions of this Agreement, the Depositary shall issue ADRs for delivery at the Depositary's Office against delivery or transfer to the Custodian of Shares by credit to the account of the Custodian of CSB. In connection with any such deposit, the Depositary or the Custodian may require (i) a written order from the person making such deposit specifying the person or persons in whose name the ADRs are to be issued (a "Delivery Order") or (ii) such other certifications as the Depositary or the Custodian may reasonably require in accordance with the provisions of this Agreement.
Deposit with Custodian. With effect as of the date of this Agreement, the Seller hereby delivers to, and deposits with, the Custodian all of the Seller's present and future right, title and interest in, to and under all present and future Pool Assets, all moneys due or to become due with respect to such Pool Assets and all proceeds of such Pool Assets. The Custodian shall hold the same as agent and bailee for and on behalf of the Seller and the Purchasers as their interests and entitlements are set out herein.