Common use of Limitations on Execution and Delivery Clause in Contracts

Limitations on Execution and Delivery. Transfer, Split-up, ---------------------------------------------------------- Combination, Surrender and Exchange of Receipts. As a condition precedent to ----------------------------------------------- the execution and delivery, transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary's Agents or the Company may require any or all of the following: (i) payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any taxes, charges or expenses payable by the holder of a Receipt pursuant to Sections 3.2 and 5.7; (ii) the production of evidence satisfactory to it as to the identity and genuineness of any signature, and (iii) compliance with the rules and regulations of any governmental body, any stock exchange or any applicable self- regulatory body, including, without limitation, the National Association of Securities Dealers Inc. (the "NASD") or such procedures, if any, as the ---- Depositary or the Company may establish consistent with the provisions of this Deposit Agreement. The deposit of PIERS may be refused, the delivery of Receipts against PIERS may be suspended, the transfer of Receipts may be refused, and the transfer, split-up, combination, surrender, exchange or redemption of outstanding Receipts may be suspended (i) during any period when the register of stockholders of the Company is closed or (ii) if any such action is deemed reasonably necessary or advisable by the Depositary, any of the Depositary's Agents or the Company at any time or from time to time because of any requirement of law or of any government, governmental body or commission, stock exchange or the NASD or under any provision of this Deposit Agreement.

Limitations on Execution and Delivery. Transfer, Split-up, ---------------------------------------------------------- . Combination, Surrender Surrender, and Exchange of Depositary Receipts. As a condition precedent to ----------------------------------------------- the execution and delivery, transfer, split-up, combination, surrender surrender, or exchange of any ReceiptDepositary Receipt (each, an "Issue Event"), the Depositary, any of the Depositary's Agents Agents, or the Company may require any or all of the following: (i) payment to it of a sum sufficient for the payment (or, in the event that if the Depositary or the Company shall have has made such the payment, the reimbursement to it) of any taxes, charges tax or expenses payable by other governmental charge on an Issue Event (including any tax or charge with respect to the holder of a Receipt pursuant to Sections 3.2 and 5.7Class __ Preferred Stock being deposited or withdrawn); (ii) the production of evidence proof satisfactory to it as to of the identity and genuineness of any signature (or the authority of any signature, ); and (iii) compliance with regulations the rules and regulations of any governmental body, any stock exchange or any applicable self- regulatory body, including, without limitation, the National Association of Securities Dealers Inc. (the "NASD") or such procedures, if any, as the ---- Depositary or the Company may establish consistent with the provisions of this Deposit AgreementAgreement that are required by any securities exchange upon which the Class __ Preferred Stock, the Depositary Shares, or the Depositary Receipts may be included for quotation or listed. The deposit of PIERS Class __ Preferred Stock may be refused, the delivery of Depositary Receipts against PIERS may be suspended, the transfer of Depositary Receipts may be refused, and the transfer, split-up, combination, surrender, exchange any Issue Event or redemption of outstanding Depositary Receipts may be suspended (i) during any period when the register of stockholders of the Company is closed or (ii) if any such the action is deemed reasonably necessary or advisable by the Depositary, any of the Depositary's Agents Agents, or the Company Company, at any time or from time to time because of any requirement of law or of any government, government or governmental body or commission, stock exchange or the NASD or under any provision of this Deposit Agreement.

Limitations on Execution and Delivery. Transfer, Split-up, ---------------------------------------------------------- Combination, ------------------------------------------------ Surrender and Exchange of Receipts. As a condition precedent to ----------------------------------------------- the execution ----------------------------------- and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary's Agents or the Company may require any or all of the following: (i) payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any taxes, charges or expenses payable by the holder of a Receipt pursuant to Sections 3.2 3.02 and 5.7; (ii) 5.07, may require the production of evidence satisfactory to it as to the identity and genuineness of any signature, signature and (iii) may also require compliance with the rules and regulations of any governmental body, any stock exchange or any applicable self- self-regulatory body, including, without limitation, the Securities Transfer Association, Inc. (the "STA"), the National Association of Securities Dealers Dealers, Inc. (the "NASD") or such procedures, if any, as the ---- Depositary or the Company may establish consistent with the provisions of this Deposit Agreement. The deposit of PIERS may be refused, the delivery of Receipts against PIERS Stock deposited with the Depositary may be suspended, the registration of transfer of Receipts may be refused, refused and the registration of transfer, surrender, exchange, split-up, combination, surrender, exchange up or redemption combination of outstanding Receipts may be suspended and the deposit of Stock may be refused (i) during any period when the register of stockholders of the Company is closed or (ii) if any such action is deemed reasonably necessary or advisable by the Depositary, any of the Depositary's Agents or the Company at any time or from time to time because of any requirement of law or of any government, governmental body or commission, stock exchange or the NASD or under any provision of this Deposit AgreementNASD.

Limitations on Execution and Delivery. Transfer, Split-up, ---------------------------------------------------------- Combination, ------------------------------------------------ Surrender and Exchange of Receipts. As a condition precedent to ----------------------------------------------- the execution ---------------------------------- and delivery, registration of transfer, split-up, combination, surrender surrender, exchange or exchange redemption of any Receipt, the withdrawal of any Stock underlying the Depositary Shares or the exercise of any conversion rights, the Depositary, any of the Depositary's Agents or the Company may require any or all of the following: (i) payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any taxes, charges or expenses payable by the holder of a Receipt pursuant to Sections 3.2 and 5.7; (ii) Section 5.07, may require the production of evidence satisfactory to it as to the identity and genuineness of any signature, signature and (iii) may also require compliance with the rules and regulations of any governmental body, any stock exchange or any applicable self- regulatory body, including, without limitation, the National Association of Securities Dealers Inc. (the "NASD") or such proceduresregulations, if any, as the ---- Depositary or the Company may establish consistent with the provisions of this Deposit Agreement. The deposit exercise of PIERS any conversion rights or the withdrawal of any Stock underlying the Depositary Shares may be refusedsuspended, the delivery of Receipts against PIERS Stock may be suspended, the registration of transfer of Receipts may be refused, refused and the registration of transfer, split-up, combination, surrender, exchange or redemption of outstanding Receipts may be suspended (i) during any period when the register of stockholders of the Company is closed or (ii) if any such action is deemed reasonably necessary or advisable by the Depositary, any of the Depositary's Agents or the Company at any time or from time to time because of any requirement of law or of any government, government or governmental body or commission, stock exchange or the NASD commission or under any provision of this Deposit Agreement.

Limitations on Execution and Delivery. Transfer, Split-up, Surrender ---------------------------------------------------------- Combination, Surrender and Exchange of Receipts. As a condition precedent to ----------------------------------------------- the execution and ------------------------ delivery, transfer, split-up, combination, surrender (upon redemption, liquidation, dissolution or winding up of the affairs of the Company, conversion of or change in Cumulative Preferred Stock, withdrawal of Cumulative Preferred Stock or otherwise) or exchange of any Receipt, the DepositaryCompany, the Depositary or any of the Depositary's Agents or the Company Agents, may require any or all of the following: (ia) payment to it of a sum sufficient for the payment (or, or in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any taxes, charges or expenses amount payable by the holder of a Receipt Depositary Shares pursuant to Sections 3.2 and 5.7; Section 4.07, (iib) the production a written instrument or instruments of evidence transfer, in form satisfactory to it the Company and the Depositary, duly executed by the record holder or by its attorney duly authorized in writing, (c) proof satisfactory to the Company and the Depositary as to the identity and genuineness of any signature, signature and (iiid) compliance with the rules and regulations of any governmental body, any stock exchange or any applicable self- regulatory body, including, without limitation, the National Association of Securities Dealers Inc. (the "NASD") or such proceduresregulations, if any, as the ---- Depositary or Depositary, with the Company Company's consent, may establish consistent with the provisions of this Deposit Agreement. The deposit transfer of PIERS Depositary Shares may be refused, or the delivery of Receipts against PIERS may be suspendeddelivery, the transfer of Receipts may be refused, and the transfer, split-up, combination, surrender, surrender or exchange or redemption of outstanding Receipts may be suspended (ia) during any period when the register of stockholders shareholders of the Company is closed closed, or (iib) if any such action is deemed reasonably necessary or advisable by the Depositary, any of the Depositary's Agents or the Company at any time or from time to time because of any requirement requirements of law or of any government, government or governmental body or commission, stock exchange or the NASD or under any provision of this Deposit AgreementAgreement or, with the concurrence of the Company and the Depositary, for any other reason.

Limitations on Execution and Delivery. Transfer, Split-up, ---------------------------------------------------------- Combination, ------------------------------------------------ Surrender and Exchange of Receipts. As a condition precedent to ----------------------------------------------- the execution ---------------------------------- and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary, any of the Depositary's Agents or the Company may require any or all of the following: (i) payment to it of a sum sufficient for the payment (or, in the event that the Depositary or the Company shall have made such payment, the reimbursement to it) of any taxes, charges or expenses payable by the holder of a Receipt pursuant to Sections 3.2 Section 5.07 (or evidence reasonably satisfactory to the Company that such charges and 5.7; expenses have been paid), (ii) the production of evidence satisfactory to it as to the identity and genuineness of any signature, signature and (iii) compliance with the rules and regulations of any governmental body, any stock exchange or any applicable self- regulatory body, including, without limitation, the National Association of Securities Dealers Inc. (the "NASD") or such proceduresregulations, if any, as the ---- Depositary or the Company may establish consistent not inconsistent with the provisions of this Deposit Agreement. The deposit of PIERS Stock may be refused, the delivery of Receipts against PIERS Stock may be suspended, the registration of transfer of Receipts may be refused, refused and the registration of transfer, split-up, combination, surrender, surrender or exchange or redemption of outstanding Receipts may be suspended (i) during any period when the register of stockholders of the Company is closed or (ii) if any such action is deemed reasonably necessary or advisable by the Depositary, any of the Depositary's Agents or the Company at any time or from time to time because of any requirement of law or of any government, government or governmental body or commission, stock exchange or the NASD commission or under any provision of the Deposit Agreement, or with the approval of the Company, for any other reason. Without limitation of the foregoing, the Depositary shall not accept for deposit under this Deposit AgreementAgreement any Stock as to which it has actual knowledge is required to be registered under the Securities Act, unless a registration statement under the Securities Act is in effect as to such Stock; provided, however, the Depositary -------- ------- shall have no affirmative duty to determine whether any Stock is required to be registered under the Securities Act or whether the effectiveness of any registration statement has been suspended.