Common use of PRE-RELEASE OF RECEIPTS Clause in Contracts

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the Company, the Depositary may execute and deliver Receipts prior to the receipt of Shares (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 3 contracts

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Mechel OAO), Deposit Agreement (Mechel OAO)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary Unless requested in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed writing by the CompanyCompany to cease doing so, notwithstanding Section 2.03, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, that such person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and that such person or its customer agrees to hold such Shares or Receipts interest in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners and (iii) will not take any action with respect to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of Shares or Receipts, as the case may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days notice, business days notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination Receipts, as the case may be, in satisfaction of a Pre-Release transaction (and but shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit AgreementSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 3 contracts

Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything The Depositary may execute and deliver Receipts against rights to receive Shares from the contrary in this Receipt or in the Deposit Agreement but Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the terms and conditions thereof, unless otherwise instructed restrictions of the following paragraph. Unless requested by the CompanyCompany to cease doing so, notwithstanding Section 2.3 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of that Agreement (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.5 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt surrender and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivereddelivered (the ”Pre-Releasee”), that such personthe Pre-Releasee, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement hereunder with any particular Pre-Releasee on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit AgreementSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. The Company shall have no liability to any Owner with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.9 of the Deposit Agreement.

Appears in 3 contracts

Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Ao Surgutneftegas /Fi), Deposit Agreement (Ao Surgutneftegas /Fi)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in Section 2.03 of the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanyAgreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personPre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts (ii) assigns all beneficial right, title and interest in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriateof comparable liquidity and security, (c) terminable by the Depositary on not more than five (5) Business Days business days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement done hereunder with any particular Pre-Releasee on a case-by-case by case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transactionherewith, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release Releasee transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 3 contracts

Sources: Deposit Agreement (Buenaventura Mining Co Inc), Deposit Agreement (Buenaventura Mining Co Inc), Deposit Agreement (Buenaventura Mining Co Inc)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in Section 2.03 of the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanyAgreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered (the "Pre-Releasee") that such personPre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts (ii) assigns all beneficial right, title and interest in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days' notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Global Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit AgreementAgreement then outstanding; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into done under the Deposit Agreement with any particular Pre-Releasee on a case-by-case by case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s 's obligations to the Depositary in connection with a the Pre-Release transaction, including the Pre-Releasee’s 's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 3 contracts

Sources: Deposit Agreement (Bank of New York / Adr Division), Class a Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in Section 2.03 of the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanyAgreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, that such person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) transfers all beneficial right, title and that such person or its customer agrees to hold such Shares or Receipts interest in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners and (iii) will not take any action with respect to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or Receipts, as the case may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the obligations of the person obtaining the Pre-Releasee’s obligations Release to the Depositary in connection with a Pre-Release transaction, including the Pre-Releaseesuch person’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 3 contracts

Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Lan Airlines SA), Deposit Agreement (Lan Chile Sa)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything The Depositary may execute and deliver Receipts against rights to receive Shares from the contrary in this Receipt or in the Deposit Agreement but Company. No such issue of Receipts shall be deemed a “"Pre-Release” subject to the terms and conditions thereof, unless otherwise instructed restrictions of the following paragraph. Unless requested by the CompanyCompany to cease doing so, notwithstanding Section 2.3 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.5, the Depositary may deliver Shares upon the receipt surrender and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivereddelivered (the “Pre-Releasee”), that such personthe Pre-Releasee, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement hereunder with any particular Pre-Releasee on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. The Company shall have no liability to any Owner with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to this Section 2.9.

Appears in 3 contracts

Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Ao Surgutneftegas /Fi), Deposit Agreement (Ao Surgutneftegas /Fi)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything The Depositary may issue Receipts against rights to receive Shares from the contrary in this Receipt or in the Deposit Agreement but Company. No such issue of Receipts will be deemed a "Pre-Release" subject to the terms and conditions thereof, unless otherwise instructed restrictions of the following paragraph. Unless requested by the CompanyCompany to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.09 of the Deposit Agreement (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized (such collateral marked to market daily) with cash cash, or such other collateral as the Depositary reasonably deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit from time to time for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall will be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall will not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. The Company will have no liability to any Owner with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to the Deposit Agreement and the Receipts.

Appears in 2 contracts

Sources: Deposit Agreement (Open Joint Stock Co Long Distance & Internat Comm Rostelecom), Deposit Agreement (JPMorgan Chase Bank, N.A. - ADR Depositary)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanySection 2.3 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 (a “"Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.5, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will shall be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Issuer, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. With respect to any Pre-Release (as defined in this Section 2.9), neither the Issuer nor the Custodian shall be responsible to any Owners or holders of Receipts for any liabilities or expenses (a) which may be imposed under any United States Federal, state or local income tax laws, (b) which may arise out of the failure of the Depositary to deliver Deposited Securities when required under the terms of Section 2.5 hereof, or (c) the non-performance by the Depositary or the Custodian of any obligations relating to any Pre-Release under this Section 2.9 or any other agreement between the Depositary and the Issuer relating to Pre-Release. The preceding sentence shall not apply to any liability or expense which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer of sale of American Depositary Shares, except to the extent any such liability or expense arises out of (i) information relating to the Depositary or the Custodian, as applicable, furnished in writing expressly for use in any of the foregoing documents, or, (ii) material omissions from such information furnished by the Depositary or the Custodian.

Appears in 2 contracts

Sources: Deposit Agreement (Business Objects S.A.), Deposit Agreement (Business Objects Sa)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the Company, the Depositary may execute and deliver Receipts prior to the receipt of Shares (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right to receive Shares from the Company. Other than as contemplated in Section 2.11 2.03 of the Deposit Agreement, the Depositary may execute and deliver American Depositary Shares prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation surrender of Receipts which American Depositary Shares that have been Pre-Released, whether or not such cancellation surrender is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has American Depositary Shares have been Pre-Released. The Depositary may receive Receipts American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts American Depositary Shares or Shares are to be delivered, delivered (a Pre-Releasee”) that such person, or its customer, owns the Shares or Receipts American Depositary Shares to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will also set Dollar U.S. dollar limits with respect to Pre-Release transactions to be entered into under the this Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts American Depositary Shares upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit AgreementSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything The Depositary may issue Receipts against rights to receive Shares from the contrary in this Receipt Company (or in any agent of the Deposit Agreement but Company recording Share ownership). No such issue of Receipts will be deemed a “Pre-Release” subject to the terms and conditions thereof, unless otherwise instructed restrictions of the following paragraph. Unless requested by the CompanyCompany to cease doing so, the Depositary may may, notwithstanding Section 2.03 hereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and that interest in such person Shares or its customer Receipts, as the case may be, to the Depositary for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or Receipts in trust Receipts, as the case may be, for the account of the Depositary until such Shares or Receipts are delivered to delivery of the Depositary or same upon the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ReceiptsDepositary’s request, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Release); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered into under the Deposit Agreement done hereunder with any particular Pre-Releasee one person on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Sources: Deposit Agreement (Telemar Participacoes S.A.), Deposit Agreement (Telemar Participacoes S.A.)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything Neither the Depositary nor the Custodian shall deliver Shares, by physical delivery, book entry or otherwise (other than to the contrary in this Receipt Company or in its agent as contemplated by Section 4.08 of the Deposit Agreement), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the receipt and cancellation of Receipts. The Depositary may issue Receipts against rights to receive Shares from the Company (or any agent of the Company recording Share ownership). No such issue of Receipts will be deemed a “Pre-Release” subject to the restrictions of the following paragraph. In its capacity as Depositary, the Depositary will not deliver Shares held under the Deposit Agreement but subject prior to the terms receipt and conditions thereof, unless otherwise instructed cancellation by the Company, the Depositary of Receipts. The Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and that interest in such person Shares or its customer Receipts, as the case may be, to the Depositary for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or Receipts in trust Receipts, as the case may be, for the account of the Depositary until such Shares or Receipts are delivered to delivery of the Depositary or same upon the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ReceiptsDepositary’s request, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Releases); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered into under the Deposit Agreement done hereunder with any particular Pre-Releasee one person on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Sources: Deposit Agreement (Telemar Participacoes S.A.), Deposit Agreement (Telemar Participacoes S.A.)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything The Depositary may issue Receipts against rights to receive Shares from the contrary in this Receipt Company (or in any agent of the Deposit Agreement but Company recording Share ownership). No such issue of Receipts will be deemed a "“Pre-Release"” subject to the terms and conditions thereof, unless otherwise instructed restrictions of the following paragraph. Unless requested by the CompanyCompany to cease doing so, the Depositary may may, notwithstanding Section 2.03 hereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a "“Pre-Release") against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, delivered (the "“Pre-Releasee"”) that such personthe Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and that interest in such person Shares or its customer Receipts, as the case may be, to the Depositary for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or Receipts in trust Receipts, as the case may be, for the account of the Depositary until such Shares or Receipts are delivered to delivery of the Depositary or same upon the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ReceiptsDepositary'’s request, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Release); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered into under the Deposit Agreement done hereunder with any particular Pre-Releasee one person on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Sources: Deposit Agreement (Embratel Participacoes Sa), Deposit Agreement (Bank of New York / Adr Division)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything The Depositary may issue Receipts against rights to receive Shares from the contrary in this Receipt Company (or in any agent of the Deposit Agreement but Company recording Share ownership). No such issue of Receipts will be deemed a "Pre-Release" subject to the terms and conditions thereof, unless otherwise instructed restrictions of the following paragraph. Unless requested by the CompanyCompany to cease doing so, the Depositary may may, notwithstanding Section 2.03 hereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a “"Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, delivered (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and that interest in such person Shares or its customer Receipts, as the case may be, to the Depositary for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or Receipts in trust Receipts, as the case may be, for the account of the Depositary until such Shares or Receipts are delivered to delivery of the Depositary or same upon the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ReceiptsDepositary's request, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Release); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered into under the Deposit Agreement done hereunder with any particular Pre-Releasee one person on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). hereunder) The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Sources: Deposit Agreement (Tele Centro Deste Celular Participacoes), Deposit Agreement (Telenorte Celular Participacoes Sa)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanySection 2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit from time to time for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the in connection with a Pre-Releasee’s 's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s 's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything Neither the Depositary nor the Custodian shall deliver Shares, by physical delivery, book entry or otherwise (other than to the contrary in this Receipt Company or in its agent as contemplated by Section 4.08 of the Deposit Agreement), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the receipt and cancellation of Receipts. The Depositary may issue Receipts against rights to receive Shares from the Company (or any agent of the Company recording Share ownership). No such issue of Receipts will be deemed a "Pre-Release" subject to the restrictions of the following paragraph. In its capacity as Depositary, the Depositary will not deliver Shares held under the Deposit Agreement but subject prior to the terms receipt and conditions thereof, unless otherwise instructed cancellation by the Company, the Depositary of Receipts. The Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “"Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and that interest in such person Shares or its customer Receipts, as the case may be, to the Depositary for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or Receipts in trust Receipts, as the case may be, for the account of the Depositary until such Shares or Receipts are delivered to delivery of the Depositary or same upon the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ReceiptsDepositary's request, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Releases); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered into under the Deposit Agreement done hereunder with any particular Pre-Releasee one person on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Sources: Deposit Agreement (Tele Centro Oeste Celular Participacoes), Deposit Agreement (Telesp Holding Co)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in Section 2.03 of the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanyAgreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, and that (ii) assigns all beneficial right, title and interest in such person shares or its customer agrees to hold such Shares or Receipts in trust for Receipts, as the Depositary until such Shares or Receipts are delivered case may be, to the Depositary or in its capacity as such and for the Custodian, and unconditionally guarantees to deliver to benefit of the Depositary or the Custodian, as applicable, such Shares or ReceiptsOwners, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement done hereunder with any particular Pre-Releasee on a case-by-case by case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a the Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under hereunder). The Depositary may issue Receipts against nights to receive Shares from the Deposit AgreementCompany any agent of the Company recording Share ownership). No such issue of Receipts will be deemed a “Pre-Release” subject to the restrictions of the preceding paragraph. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in Section 2.03 of the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanyAgreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit from time to time for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary deems reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall will be held by the Depositary as security for the performance of the in connection with a Pre-Releasee’s 's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s 's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in Section 2.03 of the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanyAgreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of Shares represented by American Depositary Shares which that are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate appropriate and may, and may with the prior written consent of the Company, change such that limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction as set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit AgreementSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. Except in the case of a Pre-Release requested by the Company, the Company shall have no liability to any Owner with respect to any representations, actions or omissions by the Depositary, any holder of Receipts or any Owner, or any of their respective agents, pursuant to Section 2.09 of the Deposit Agreement.

Appears in 2 contracts

Sources: Deposit Agreement (Scientific Production Corp Irkut), Deposit Agreement (RBC Information Systems)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in ‎Section 2.03 of the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanyAgreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to ‎Section 2.02 of the Deposit Agreement (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 ‎Section 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or United States government securities until such other collateral as the Depositary deems appropriateShares are deposited, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit AgreementAgreement then outstanding; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing, including interest on any collateral. The Company shall have no liability to the Depositary or any Owner with respect to any representations, actions or omissions by the Depositary or any Owner in connection with any Pre-Release.

Appears in 2 contracts

Sources: Deposit Agreement (Ypf Sociedad Anonima), Deposit Agreement (Ypf Sociedad Anonima)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanySection 2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a “"Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts (ii) assigns all beneficial right, title and interest in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement done hereunder with any particular Pre-Releasee on a case-by-case by case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s 's obligations to the Depositary in connection with a the Pre-Release transaction, including the Pre-Releasee’s 's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under hereunder). The Depositary may issue Receipts against rights to receive Shares from the Deposit AgreementCompany (or any agent of the Company recording Share ownership). No such issue of Receipts will be deemed a "Pre-Release" subject to the restrictions of the preceding paragraph. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Bank of New York / Adr Division)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanySection 2.3 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 (a “"Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.5, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will shall be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Issuer, change such limit for purposes of general application. The With respect to any Pre-Release (as defined in this Section 2.9), neither the Issuer nor the Custodian shall be responsible to any Owners or holders of Receipts for any liabilities or expenses (a) which may be imposed under any United States Federal, state or local income tax laws, (b) which may arise out of the failure of the Depositary will also set Dollar limits with respect to deliver Deposited Securities when required under the terms of Section 2.5 hereof, or (c) the non-performance by the Depositary or the Custodian of any obligations relating to any Pre-Release under this Section 2.9 or any other agreement between the Depositary and the Issuer relating to Pre-Release transactions Release. The preceding sentence shall not apply to be entered into under any liability or expense which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the Deposit Agreement with offer of sale of American Depositary Shares, except to the extent any particular Pre-Releasee on a case-by-case basis as such liability or expense arises out of (i) information relating to the Depositary reasonably deems appropriate. For purposes or the Custodian, as applicable, furnished in writing expressly for use in any of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreementforegoing documents, the collateral referred to in clause or (bii) above shall be held material omissions from such information furnished by the Depositary as security for or the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement)Custodian. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

Sources: Deposit Agreement (Bank of New York / Adr Division), Deposit Agreement (Flamel Technologies Sa)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereofThe Depositary may, unless otherwise instructed by the Companynotwithstanding Section 2.03 hereof, the Depositary may (i) execute and deliver Receipts prior to the receipt of shares pursuant to Section 2.02 and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities, including ADSs which were issued under (i) above but for which Shares may not have been received (each such transaction a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released"). The Depositary may receive Receipts in lieu of Shares under (i) above (which ADSs will promptly be canceled by the Depositary upon receipt by the Depositary) and receive Shares in lieu of ADSs under (ii) above, in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, delivered (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, (i) owns the Shares shares or Receipts to be remitted, as the case may be, (ii) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and that such person or its customer agrees to hold such Shares or Receipts ADSs in trust for the Depositary until such Shares or Receipts ADSs are delivered to the Depositary or the Custodian, and (iii) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ReceiptsADSs, and (iv) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral marketable securities as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, The Depositary will normally limit the number of American Depositary ADSs and Shares which are outstanding at any time as a result of involved in such Pre-Release will not normally exceed at any one time to thirty percent (30%) of the Shares deposited ADSs outstanding (without giving effect to ADSs outstanding under the Deposit Agreement(i) above); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will may also set Dollar limits with respect to the number of ADSs and Shares involved in Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee one person on a case-by-case basis as the Depositary reasonably deems appropriate., provided that such limits do not result in Pre-Release transactions that exceed the limits set forth in this Deposit Agreement. For purposes of enabling the Depositary to fulfill its obligations to the Holders Owners under the Deposit Agreement, the collateral referred to in clause (b) above above, but not the earnings thereon, shall be held by the Depositary as security for the performance of the Pre-Releasee’s 's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s 's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 2 contracts

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

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanyIn its capacity as Depositary, the Depositary may will lend neither the Shares held hereunder nor the Receipts; provided, however, that the Depositary reserves the right to (i) execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 and (a “Pre-Release”ii) against the evidence (including extracts from the Share Register) of the right to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement, the Depositary may deliver Shares upon prior to the receipt and cancellation of Receipts pursuant to Section 2.05, including Receipts which were issued under (i) above but for which Shares may not have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Releasedreceived. The Depositary may receive Receipts in lieu of Shares under (i) above and receive Shares in satisfaction lieu of a Pre-ReleaseReceipts under (ii) above. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Pre-Release Each such transaction will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, The Depositary will limit the number of American Depositary Receipts and Shares which are outstanding involved in such transactions at any one time as a result of Pre-Release will not normally exceed to thirty percent (30%) of the American Depositary Shares deposited outstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding under the Deposit Agreement(i) above), or Shares held hereunder, respectively; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release the number of Receipts and Shares involved in transactions to be entered into under the Deposit Agreement done hereunder with any particular Pre-Releasee one person on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Companhia Suzano De Papel E Celulose /Fi)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything Neither the Depositary nor the Custodian shall deliver Shares, by physical delivery, book entry or otherwise (other than to the contrary in this Receipt Company or in its agent as contemplated by Section 4.08 of the Deposit Agreement but subject or pursuant to a sale under Section 3.02, 3.05, 4.03, 4.11 or 6.02 of the terms Deposit Agreement), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the surrender and conditions thereof, unless otherwise instructed by the Company, the cancellation of Receipts. The Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, delivered (the “Pre-Release”) that such personthe Pre-Release, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and that interest in such person Shares or its customer Receipts, as the case may be, to the Depositary for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or Receipts in trust Receipts, as the case may be, for the account of the Depositary until such Shares or Receipts are delivered to delivery of the Depositary or same upon the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ReceiptsDepositary’s request, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of PreReleases); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered into under the Deposit Agreement done hereunder with any particular Pre-Releasee anyone person on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Telemig Celular Participacoes Sa)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything The Depositary may issue Receipts against the delivery by the Company (or any agent of the Company recording Share ownership) of rights to receive Shares from the contrary in this Receipt Company (or in any agent of the Deposit Agreement but Company recording Share ownership). No such issue of Receipts will be deemed a “Pre-Release” that is subject to the terms and conditions thereof, unless otherwise instructed restrictions of the following paragraph. Unless requested by the CompanyCompany to cease doing so, the Depositary may may, notwithstanding Section 2.03 hereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, delivered that such person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and that interest in such person or its customer Shares to the Depositary for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or Receipts in trust for the account of the Depositary until such Shares or Receipts are delivered to delivery of the Depositary or same upon the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ReceiptsDepositary’s request, (b) at all times fully collateralized collateralize (such collateral marked to market daily) with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Release); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered into under the Deposit Agreement done hereunder with any particular Pre-Releasee one person on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Natuzzi S P A)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything The Depositary may issue Receipts against rights to receive Shares from the contrary in this Receipt Company (or in any agent of the Deposit Agreement but Company recording Share ownership). No such issue of Receipts will be deemed a "Pre-Release" subject to the terms and conditions thereof, unless otherwise instructed restrictions of the following paragraph. Unless requested by the CompanyCompany to cease doing so, the Depositary may Depositary, to the extent permitted by applicable law, may, notwithstanding Section 2.03 hereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a “"Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, delivered that such person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and that interest in such person Shares or Receipts, as the case may be, to the Depositary in its customer capacity as such and for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or Receipts in trust Receipts, as the case may be, for the account of the Depositary until such Shares or Receipts are delivered to delivery of the Depositary or same upon the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ReceiptsDepositary's request, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days' notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Release); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered into under the Deposit Agreement done hereunder with any particular Pre-Releasee one person on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction Receipts, as the case may be, set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Korea Electric Power Corp)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the Company, the Depositary may execute and deliver Receipts prior to the receipt of Shares (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right to receive Shares from the Company"). Other than as contemplated in Section 2.11 of the Deposit Agreement, the The Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; providedPROVIDED, howeverHOWEVER, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s 's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s 's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Consorcio Ecuatoriano De Telecommunicaciones Sa Conecel)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything The Depositary may issue Receipts against rights to receive Shares from the contrary in this Receipt or in the Deposit Agreement but Company. No such issue of Receipts will be deemed a "Pre-Release" subject to the terms and conditions thereof, unless otherwise instructed restrictions of the following paragraph. Unless requested by the CompanyCompany to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivereddelivered (the "Pre-Releasee"), that such personthe Pre-Releasee, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement hereunder with any particular Pre-Releasee on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall will be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall will not, for the avoidance of doubt, constitute Deposited constituted deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. The Company will have no liability to any Owner with respect to any representations, actions or omissions by the Depositary, and holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.09 of the Deposit Agreement and this Article 8.

Appears in 1 contract

Sources: Deposit Agreement (Ao Surgutneftegas /Fi)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the Company, the Depositary may execute and deliver Receipts prior to the receipt of Shares (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right to receive Shares from the Company"). Other than as contemplated in Section 2.11 of the Deposit Agreement, the The Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.by-

Appears in 1 contract

Sources: Deposit Agreement (Yukos Oil Co)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything The Depositary may issue Receipts against rights to receive Shares from the contrary in this Receipt or in the Deposit Agreement but Company. No such issue of Receipts will be deemed a “Pre-Release” subject to the terms and conditions thereof, unless otherwise instructed restrictions of the following paragraph. Unless requested by the CompanyCompany to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivereddelivered (the “Pre-Releasee”), that such person, the Pre-Releasee or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receiptsbe , (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall will be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall will not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. The Company will have no liability to any Owner with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.09 of the Deposit Agreement and this Article 8.

Appears in 1 contract

Sources: Deposit Agreement (Open Joint Stock Co Nizhegorodsvyazinform/Adr)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the Company, the Depositary may execute and deliver Receipts prior to the receipt of Shares (a "Pre-Release") against the evidence (including extracts from the Share Register) of the right to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s 's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s 's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Mechel Steel Group OAO)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything The Depositary may issue Receipts against the delivery by the Company (or any agent of the Company recording Shares ownership) of rights to receive Shares from the contrary in this Receipt Company (or in the Deposit Agreement but any such agent). No such issue of Receipts will be deemed a "Pre-Release" that is subject to the terms and conditions thereof, unless otherwise instructed restrictions of the following paragraph. Unless requested in writing by the CompanyCompany to cease doing so, the Depositary may may, notwithstanding Section 2.03 of the Deposit Agreement, execute and deliver Receipts prior to the receipt re­ceipt of Shares pursuant to Section 2.02 of the Deposit Agree­ment (a “"Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive re­­­ceive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation rep­resentation from the person to whom Receipts or Shares are to be delivered, deliv­ered that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days noticebusiness days no­tice, and (d) subject sub­ject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Deposi­tary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation com­pensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Icon PLC /Adr/)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the Company, the Depositary may execute and deliver Receipts prior to the receipt of Shares (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right to receive Shares from the Company"). Other than as contemplated in Section 2.11 of the Deposit Agreement, the The Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s 's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s 's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Yukos Oil Co)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in Section 2.03 of the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanyAgreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, delivered that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash cash, or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit from time to time for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee Release on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall will be held by the Depositary as security for the performance of the in connection with a Pre-Releasee’s 's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s Release obligation to deliver Shares or Receipts upon termination of a Pre-Pre- Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary Unless requested in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed writing by the CompanyCompany to cease doing so, the Depositary may may, notwithstanding Section 2.3 hereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 (“Pre-Release of Receipts”) and may deliver Shares prior to the receipt and cancellation of Receipts if the person to whom such Shares are to be delivered is a banking institution organized pursuant to the laws of South Africa (“South African Bank”) (“Pre-Release of Shares”). (Pre-Release of Receipts and Pre-Release of Shares are collectively referred to herein as “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.5, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered (“Pre-Releasee”) that such personPre-Releasee, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateappropriate and in connection with the Pre-Release of Shares, preceded or accompanied by an unconditional guaranty by the Pre-Releasee to deliver Receipts for cancellation on the same calendar day on which the Shares are delivered to the Pre-Releasee (or, if such Receipts are not so delivered, to return the Shares), (c) terminable by the Depositary on not more than five (5) Business Days business days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the written consent of the Company, change such limit for the purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Afrikander Lease Limited /Fi)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanySection 2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered (the "Pre-Releasee") that such person, or its customer, customer owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit from time to time for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the in connection with a Pre-Releasee’s 's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s 's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Public Joint Stock Co Southern Telecommunicat Co/Adr)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanySection 2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a “Pre-Release”) against unless requested in writing by the evidence (including extracts from the Share Register) of the right Issuer to receive Shares from the Companycease doing so. Other than as contemplated in The Depositary may, pursuant to Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, delivered that such person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and that interest in such person or its customer Shares to the Depositary for the benefit of the Owners and (iii) agrees in effect to hold such Shares or Receipts in trust for the account of the Depositary until such Shares or Receipts are delivered to delivery of the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receiptssame, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of Shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriateappropriate and may, and may with the prior written consent of the Issuer, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Bank of New York / Adr Division)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in Section 2.03 of the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanyAgreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt Receipts haveReceipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivereddelivered (the “Pre-Releasee”), that such personPre-Realeasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts (ii) assigns all beneficial right, title and interest in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, as the case may be, to the Depositary in its own capacity as such and for the benefit of the ownersOwners, (b) at all times all times fully collateralized with cash or such other collateral as the Depositary deems appropriateappropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Global Depositary Shares which are outstanding at any time as a result of Pre-Release ReleaseReleases will not normally exceed thirty percent (30%) of the Shares deposited under hereunderunder the Deposit AgreementAgreement then outstanding,; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into hereunderdone under the Deposit Agreement with any particular Pre-Releasee on a case-by-case by case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a the Pre-Realasee’s obligations to the Depositary in connection with the Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under hereunderunder the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Bank of New York / Adr Division)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanyIn its capacity as Depositary, the Depositary may execute and deliver Receipts (i) issue ADSs prior to the receipt of Shares (each such transaction a “Pre-ReleaseRelease Transaction”) against the evidence as provided below and (including extracts from the Share Registerii) of the right to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such ADSs that were issued in a Pre-Release or the Depositary knows that such Receipt has Transaction, but for which Shares may not yet have been Pre-Releasedreceived. The Depositary may receive Receipts ADSs in lieu of Shares under (i) above and receive Shares in satisfaction lieu of a Pre-ReleaseADSs under (ii) above. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each such Pre-Release Transaction will be (a) preceded or accompanied by subject to a written representation from agreement whereby the person or entity (the “Applicant”) to whom Receipts ADSs or Shares are to be delivered, delivered (1) represents that such person, at the time of the Pre-Release Transaction the Applicant or its customer, customer owns the Shares or Receipts ADSs that are to be remitteddelivered by the Applicant under such Pre-Release Transaction, (2) agrees to indicate the Depositary as the case may be, owner of such Shares or ADSs in its records and that such person or its customer agrees to hold such Shares or Receipts ADSs in trust for the Depositary until such Shares or Receipts ADSs are delivered to the Depositary or the Custodian, and (3) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ReceiptsADSs, and (4) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash cash, United States government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days notice, business days’ notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, The Depositary will normally limit the number of American Depositary ADSs and Shares which are outstanding at any time as a result of involved in such Pre-Release will not normally exceed Transactions at any one time to thirty percent (30%) of the Shares deposited ADSs outstanding (without giving effect to ADSs outstanding under the Deposit Agreement; (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will may also set Dollar limits with respect to the number of ADSs and Shares involved in Pre-Release transactions to be entered into under the Deposit Agreement Transactions with any particular Pre-Releasee one person on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes Except to the extent that the above limitation is exceeded as a result of enabling the withdrawal of Deposited Securities subsequent to the execution and delivery of pre-released Receipts in compliance with such limitation, the Depositary shall, in each case when it exceeds such percentage limit or has actual knowledge that such percentage limit will be exceeded, promptly notify the Company to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement)that effect. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in Section 2.3 of the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanyAgreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.5 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered (the "Pre- Releasee") that such personPre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts (ii) assigns all beneficial right, title and interest in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriateof comparable liquidity and security, (c) terminable by the Depositary on not more than five (5) Business Days business days' notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into done under the Deposit Agreement with any particular Pre-Releasee on a case-by-case by case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Pre- Releasee’s 's obligations to the Depositary in connection with a Pre-Release transactionherewith, including the Pre-Releasee’s 's obligation to deliver Shares or Receipts upon termination of a Pre-Release Releasee transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Bank of New York / Adr Division)

PRE-RELEASE OF RECEIPTS. The Depositary may issue Receipts against evidence (including extracts from the Share Register) of the right to receive Shares from the Company. No such issuance of Receipts shall be deemed a Pre-Release (as defined below). Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereofSection 2.04 hereof, unless otherwise instructed by the Company, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.03 (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right to receive Shares from the Company"). Other than as contemplated in by Section 2.11 of the Deposit Agreement2.11, the Depositary may may, pursuant to Section 2.06, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in by Section 2.11 of the Deposit Agreement2.11, each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement2.11, the number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the this Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s 's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s 's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Mechel Steel Group OAO)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything The Depositary may issue Receipts against rights to receive Shares from the contrary in this Receipt or in the Deposit Agreement but Company. No such issue of Receipts shall be deemed a "Pre-Release" subject to the terms and conditions thereof, unless otherwise instructed restrictions of the following paragraph. Unless requested by the CompanyCompany to cease doing so, notwithstanding Section 2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivereddelivered (the "PreReleasee"), that such personthe Pre-Releasee, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement hereunder with any particular Pre-Releasee on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. The Company shall have no liability to any Owner with respect to any representations, actions or omissions by the Depositary, and holder of Receipts, or any Owner or any of their respective agents pursuant to this Section 2.09.

Appears in 1 contract

Sources: Deposit Agreement (Ao Surgutneftegas /Fi)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanySection 2.3 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 (a “"Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.5, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will shall be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Issuer, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders owners and Beneficial Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s Release's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. With respect to any Pre-Release (as defined in this Section 2.9), neither the Issuer nor the Custodian shall be responsible to any Owners or holders of Receipts for any liabilities or expenses (a) which may be imposed under any United States Federal, state or local income tax laws, (b) which may arise out of the failure of the Depositary to deliver Deposited Securities when required under the terms of Section 2.5 hereof, or (c) the non-performance by the Depositary or the Custodian of any obligations relating to any Pre-Release under this Section 2.9 or any other agreement between the Depositary and the Issuer relating to Pre-Release. The preceding sentence shall not apply to any liability or expense which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer of sale of American Depositary Shares, except to the extent any such liability or expense arises out of (i) information relating to the Depositary or the Custodian, as applicable, furnished in writing expressly for use in any of the foregoing documents, or, (ii) material omissions from such information furnished by the Depositary or the Custodian.

Appears in 1 contract

Sources: Deposit Agreement (Activcard Sa)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything Subject to the contrary in this Receipt or in further terms and provisions of Article 8 hereof and Section 2.09 of the Deposit Agreement but subject to Agreement, the terms Depositary, its affiliates and conditions thereoftheir agents, unless otherwise instructed by on their own behalf, may own and deal in any class of securities of the CompanyCompany and its affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may execute and deliver Receipts (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities pursuant to Section 2.05 of the Deposit Agreement, including ADSs which were issued under (i) above but for which Shares may not have been received (each such transaction a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released). The Depositary may receive Receipts ADSs in lieu of Shares under (i) above and receive Shares in satisfaction lieu of a Pre-ReleaseADSs under (ii) above. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares ADSs are to be delivered, delivered that such person, or its customer, (i) owns the Shares or Receipts ADSs to be remitted, as the case may be, (ii) assigns all beneficial right, title and that interest in such person Shares or ADSs, as the case may be, to the Depositary in its customer capacity as such and for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or Receipts in trust ADSs, as the case may be, for the account of the Depositary until such Shares or Receipts are delivered to delivery of the Depositary or same upon the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ReceiptsDepositary's request, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares ADSs which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit AgreementADSs outstanding (without giving effect to ADSs outstanding as a result of Pre-Release); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released ADSs involved in transactions to be entered into done hereunder and under the Deposit Agreement with any particular Pre-Releasee one person on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction ADSs, as the case may be, set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder and under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

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

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in Section 2.3 of the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanyAgreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (a “"Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.5 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction satisfactory of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered that such person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial rights, title and that such person or its customer agrees to hold such Shares or Receipts interest in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or Receipts, as the case may be), other than in satisfaction of such Pre-Release, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Mayne Group LTD)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed Unless requested by the CompanyCompany to cease doing so, the Depositary may may, notwithstanding Section 2.03 of the Deposit Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, delivered that such person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and that interest in such person or its customer Shares to the Depositary for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or Receipts in trust for the account of the Depositary until such Shares or Receipts are delivered to delivery of the Depositary or same upon the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ReceiptsDepositary’s request, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Release); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered into under the Deposit Agreement done hereunder with any particular Pre-Releasee one person on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Lottomatica S.p.A.)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in Section 2.03 of the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanyAgreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a by the person subject to such Pre-Release transaction, including the Pre-Releaseesuch person’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (China Oilfield Services LTD/Fi)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything The Depositary may, issue Receipts against rights to receive Shares from the contrary in this Receipt Company (or in any agent of the Deposit Agreement but Company recording Share ownership). No such issue of Receipts will be deemed a "Pre-Release" subject to the terms and conditions thereof, unless otherwise instructed restrictions of the following paragraph. Unless requested by the CompanyCompany to cease doing so, the Depositary may to the extent permitted by applicable law, notwithstanding Section 2.03 hereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a “"Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, delivered that such person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and that interest in such person Shares or Receipts, as the case may be, to the Depositary in its customer capacity as such and for the benefit of the Holders, and (iii) agrees in effect to hold such Shares or Receipts in trust Receipts, as the case may be, for the account of the Depositary until such Shares or Receipts are delivered to delivery of the Depositary or same upon the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ReceiptsDepositary's request, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days' notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Release); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered into under the Deposit Agreement done hereunder with any particular Pre-Releasee one person on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Holders as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Posco)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in Section 2.03 of the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanyAgreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”) against unless requested by the evidence (including extracts from the Share Register) of the right Issuer to receive Shares from the Companycease doing so. Other than as contemplated in The Depositary may, pursuant to Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, delivered that such person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and that interest in such person or its customer Shares to the Depositary for the benefit of the Owners and (iii) agrees in effect to hold such Shares or Receipts in trust for the account of the Depositary until such Shares or Receipts are delivered to delivery of the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receiptssame, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of shares not deposited but represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriateappropriate and may, and may with the prior written consent of the Issuer, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Bank of New York / Adr Division)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement Section 2.03 hereof, but subject to the terms and conditions thereof, unless otherwise instructed by the Companyprovisions of this Section 2.09, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a “"Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, owns the Shares or Receipts to be remitted, as the case may be, assigns all beneficial right, title and interest therein, to the Depositary in its capacity as such and for the benefit of the Owners, will not take any action with respect to such Shares or Receipts, as the case may be, that such person or its customer agrees to hold is inconsistent with the transfer of beneficial ownership, and will deliver such Shares or Receipts in trust for upon the Depositary until such Shares Depositary's request (no evidence of ownership is required or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receiptstime of delivery specified), (b) at all times fully collateralized (marked to market daily) with cash or United States government securities until such other collateral as the Depositary deems appropriateShares are deposited, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s 's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s 's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement)transaction. The Depositary may retain for its own account any compensation received by it for the issuance of Shares or Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights. The Depositary shall require that, prior to the Effective Time, the person to whom any Pre-Release is to be made pursuant to this Section 2.09 deliver to the Depositary a duly executed and completed Depositor Certificate in connection with substantially the foregoing.form attached hereto as Annex I.

Appears in 1 contract

Sources: Deposit Agreement (Turkiye Garanti Bankasi a S /Fi)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanySection 2.3 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.5, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered (the "Pre-Releasee") that such personPre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts (ii) assigns all beneficial right, title and interest in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, (b) at all times fully collateralized with cash cash, U.S. government securities or such other collateral as the Depositary deems appropriateof comparable liquidity and security, (c) terminable by the Depositary on not more than five (5) Business Days business days' notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions transaction to be entered into under the Deposit Agreement done hereunder with any particular Pre-Releasee on a case-by-case by case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s 's obligations to the Depositary in connection with a Pre-Release transactionherewith, including the Pre-Releasee’s 's obligation to deliver Shares or Receipts upon termination of a Pre-Release Releasee transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Bank of New York / Adr Division)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the Company, the Depositary may execute and deliver Receipts prior to the receipt of Shares (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right to receive Shares from the Company). Other than as contemplated in Section 2.11 of the Deposit Agreement, the The Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than Except as otherwise contemplated in by Section 2.11 of the Deposit Agreement, each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to indicate the Depositary as owner of the Shares or Receipts, as applicable, in its records and to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything The Depositary may issue Receipts against rights to receive Shares from the contrary in this Receipt Company (or in any agent of the Deposit Agreement but Company recording Share ownership). No such issue of Receipts will be deemed a “Pre-Release” subject to the terms and conditions thereof, unless otherwise instructed restrictions of the following paragraph. Unless requested by the CompanyCompany to cease doing so, the Depositary may may, notwithstanding Section 2.03 hereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and that interest in such person Shares or its customer Receipts, as the case may be, to the Depositary for the benefit of the Owners, and (iii) agrees to hold such Shares or Receipts in trust Receipts, as the case may be, for the account of the Depositary until such Shares or Receipts are delivered to delivery of the Depositary or same upon the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ReceiptsDepositary’s request, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Release); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered into under the Deposit Agreement done hereunder with any particular Pre-Releasee one person on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Bank of New York / Adr Division)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in Section 2.03 of the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanyAgreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit from time to time for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall will be held by the Depositary as security for the performance of the in connection with a Pre-Releasee’s 's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s 's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Ojsc Polyus Gold)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in Section 2.03 of the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanyAgreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, that such person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and that such person or its customer agrees to hold such Shares or Receipts interest in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners and (iii) will not take any action with respect to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or Receipts, as the case may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days notice, business days’ notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of Shares represented by American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Bank of New York / Adr Division)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement Section 2.03 hereof, but subject to the terms and conditions thereof, unless otherwise instructed by the Companyprovisions of this Section 2.09, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, owns the Shares or Receipts to be remitted, as the case may be, assigns all beneficial right, title and interest therein, to the Depositary in its capacity as such and for the benefit of the Owners, will not take any action with respect to such Shares or Receipts, as the case may be, that such person or its customer agrees to hold is inconsistent with the transfer of beneficial ownership, and will deliver such Shares or Receipts in trust for upon the Depositary until such Shares Depositary’s request (no evidence of ownership is required or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receiptstime of delivery specified), (b) at all times fully collateralized (marked to market daily) with cash or United States government securities until such other collateral as the Depositary deems appropriateShares are deposited, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement)transaction. The Depositary may retain for its own account any compensation received by it in connection with for the foregoingissuance of Shares or Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights.

Appears in 1 contract

Sources: Deposit Agreement (Bank of New York / Adr Division)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in Section 2.3 of the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanyAgreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (a “"Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.5 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will shall be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with With respect to any Pre-Release transactions to be entered into under (as defined in Section 2.9 of the Deposit Agreement with Agreement), neither the Company nor the Custodian shall be responsible to any particular Pre-Releasee on a case-by-case basis as Owners or holders of Receipts for any liabilities or expenses (a) which may be imposed under any United States Federal, state or local income tax laws, (b) which may arise out of the Depositary reasonably deems appropriate. For purposes failure of enabling the Depositary to fulfill its obligations to deliver Deposited Securities when required under the Holders under terms of Section 2.5 of the Deposit Agreement, or (c) the collateral referred to in clause (b) above shall be held non-performance by the Depositary as security for or the performance Custodian of any obligations relating to any Pre-Release under Section 2.9 of the Deposit Agreement or any other agreement between the Depositary and the Company relating to Pre-Releasee’s obligations Release. The preceding sentence shall not apply to any liability or expense which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum), or preliminary prospectus (or preliminary placement memorandum) relating to the offer of sale of American Depositary Shares, except to the extent any such liability or expense arises out of (i) information relating to the Depositary or the Custodian, as applicable, furnished in connection with a Pre-Release transactionwriting expressly for use in any of the foregoing documents, including or (ii) material omissions from such information furnished by the Pre-Releasee’s obligation to deliver Shares Depositary or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement)Custodian. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Flamel Technologies Sa)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in Section 2.3 of the Deposit Agreement but subject to the terms and conditions thereofAgreement, unless otherwise instructed requested by the CompanyCompany to cease doing so, the Depositary may execute and deliver Receipts American Depositary Shares prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.5 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation surrender of Receipts which American Depositary Shares that have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has American Depositary Shares have been Pre-Released. The Depositary may receive Receipts American Depositary Shares in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts American Depositary Shares or Shares are to be delivered, that such person, or its customer, owns the Shares or Receipts American Depositary Shares to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriateappropriate and may, and may with the prior written consent of the company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Bank of New York / Adr Division)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanySection 2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit from time to time for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the in connection with a Pre-Releasee’s 's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s 's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Ojsc Polyus Gold)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything The Depositary may issue Receipts ----------------------- against rights to receive Shares from the contrary in this Receipt Company (or in any agent of the Deposit Agreement but Company recording Share ownership). No such issue of Receipts will be deemed a "Pre-Release" subject to the terms and conditions thereof, unless otherwise instructed restrictions of the following paragraph. Unless requested by the CompanyCompany to cease doing so, the Depositary may may, notwithstanding Section 2.03 hereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a “"Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, delivered (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and that interest in such person Shares or its customer Receipts, as the case may be, to the Depositary for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or Receipts in trust Receipts, as the case may be, for the account of the Depositary until such Shares or Receipts are delivered to delivery of the Depositary or same upon the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ReceiptsDepositary's request, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Release); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered into under the Deposit Agreement done hereunder with any particular Pre-Releasee one person on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Telesp Celular Participacoes Sa)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanySection 2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt Receipts haveReceipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivereddelivered (the “Pre-Releasee”), that such personPre-RealeaseeReleasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts (ii) assigns all beneficial right, title and interest in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, as the case may be, to the Depositary in its own capacity as such and for the benefit of the ownersOwners, (b) at all times all times fully collateralized with cash or such other collateral as the Depositary deems appropriateappropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Global Depositary Shares which are outstanding at any time as a result of Pre-Release ReleaseReleases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder then outstanding,; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement intodone hereunder with any particular Pre-Releasee on a case-by-case by case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a the Pre-Realasee’s obligations to the Depositary in connection with the Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Bank of New York / Adr Division)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything The Depositary may issue Receipts against rights to receive Shares from the contrary in this Receipt Company (or in any agent of the Deposit Agreement but Company recording Share ownership). No such issue of Receipts will be deemed a “Pre-Release” subject to the terms and conditions thereof, unless otherwise instructed restrictions of the following paragraph. Unless requested by the CompanyCompany to cease doing so, the Depositary may may, notwithstanding Section 2.03 hereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and that interest in such person Shares or its customer Receipts, as the case may be, to the Depositary for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or Receipts in trust Receipts, as the case may be, for the account of the Depositary until such Shares or Receipts are delivered to delivery of the Depositary or same upon the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ReceiptsDepositary’s request, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Pre¬Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Release); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered into under the Deposit Agreement done hereunder with any particular Pre-Releasee anyone person on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Vivo Participacoes S.A.)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in Section 2.03 of the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanyAgreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personPre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts (ii) assigns all beneficial right, title and interest in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Global Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit AgreementAgreement then outstanding; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into done under the Deposit Agreement with any particular Pre-Releasee on a case-by-case by case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a the Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Class B Deposit Agreement (Bank of New York / Adr Division)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything The Depositary may issue Receipts against rights to receive Shares from the contrary in this Receipt or in the Deposit Agreement but Company. No such issue of Receipts shall be deemed a "Pre-Release" subject to the terms and conditions thereof, unless otherwise instructed restrictions of the following paragraph. Unless requested by the CompanyCompany to cease doing so, notwithstanding Section 2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered (the "Pre-Releasee") that such personthe Pre-Releasee, or its customer, customer owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit from time to time for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. The Company shall have no liability to any Owner with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to this Section 2.09.

Appears in 1 contract

Sources: Deposit Agreement (Open Joint Stock Co Long Distance & Internat Comm Rostelecom)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything The Depositary may issue Receipts against rights to receive Shares from the contrary in this Receipt Company (or in any agent of the Deposit Agreement but Company recording Share ownership). No such issue of Receipts will be deemed a "Pre-Release" subject to the terms and conditions thereof, unless otherwise instructed restrictions of the following paragraph. Unless requested by the CompanyCompany to cease doing so, the Depositary may may, notwithstanding Section 2.03 hereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a "“Pre-Release") against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, delivered (the "“Pre-Releasee"”) that such personthe Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and that interest in such person Shares or its customer Receipts, as the case may be, to the Depositary for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or Receipts in trust Receipts, as the case may be, for the account of the Depositary until such Shares or Receipts are delivered to delivery of the Depositary or same upon the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ReceiptsDepositary'’s request, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Release); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered into under the Deposit Agreement done hereunder with any particular Pre-Releasee one person on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Tele Norte Celular Participacoes Sa)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in Section 2.03 of the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanyAgreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, delivered that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash cash, or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit from time to time for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee Release on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall will be held by the Depositary as security for the performance of the in connection with a Pre-Releasee’s 's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s Release obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Southern Telecommunications Co /Fi)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in Section 2.3 of the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanyAgreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (a “"Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.5 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Pre-Each Pre- Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary Company will also set Dollar limits have no liability to any Owner or holder with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreementexpense, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares harm or Receipts upon termination loss which arises solely and exclusively out of a Pre-Release transaction (as defined in Section 2.9) of a Receipt or Receipts in accordance with Section 2.9 and which would not otherwise have arisen had such Receipt or Receipts not been the subject of a Pre-Release pursuant to Section 2.9; provided, however, that any liability of the Company with respect to any expense, harm or loss which arises out of a Pre- Release shall notbe unaffected by the terms of this paragraph to the extent that such expense, for harm or loss would have arisen had such Receipt or Receipts not been the avoidance subject of doubt, constitute Deposited Securities under the Deposit Agreement)a Pre-Release. The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Acambis PLC)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything The Depositary may issue Receipts against rights to receive Shares from the contrary in this Receipt Company (or in any agent of the Deposit Agreement but Company recording Share ownership). No such issue of Receipts will be deemed a "Pre-Release" subject to the terms and conditions thereof, unless otherwise instructed restrictions of the following paragraph. Unless requested by the CompanyCompany to cease doing so, the Depositary may may, notwithstanding Section 2.03 hereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a “"Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-ReleasedPreReleased, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, delivered (the "PreReleasee") that such personthe Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and that interest in such person Shares or its customer Receipts, as the case may be, to the Depositary for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or Receipts in trust Receipts, as the case may be, for the account of the Depositary until such Shares or Receipts are delivered to delivery of the Depositary or same upon the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ReceiptsDepositary's request, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Release); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered into under the Deposit Agreement done hereunder with any particular Pre-Releasee one person on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Tele Celular Sul Participacoes Sa)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanySection 2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personPre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts (ii) assigns all beneficial right, title and interest in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Global Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder then outstanding; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement done hereunder with any particular Pre-Releasee on a case-by-case by case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-ReleaseePreReleasee’s obligations to the Depositary in connection with a the Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Class B Deposit Agreement (Bank of New York / Adr Division)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in Section 2.03 of the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanyAgreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit from time to time for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall will be held by the Depositary as security for the performance of the in connection with a Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

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

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary Unless requested in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed writing by the CompanyCompany to cease doing so, the Depositary may may, notwithstanding Section 2.3 hereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 ("Pre-Release of Receipts") and may deliver Shares prior to the receipt and cancellation of Receipts if the person to whom such Shares are to be delivered is a banking institution organized pursuant to the laws of South Africa ("South African Bank") ("Pre-Release of Shares"). (Pre-Release of Receipts and Pre-Release of Shares are collectively referred to herein as "Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.5, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered ("Pre-Releasee") that such personPre-Releasee, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateappropriate and in connection with the Pre-Release of Shares, preceded or accompanied by an unconditional guaranty by the Pre-Releasee to deliver Receipts for cancellation on the same calendar day on which the Shares are delivered to the Pre-Releasee (or, if such Receipts are not so delivered, to return the Shares), (c) terminable by the Depositary on not more than five (5) Business Days business days' notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the written consent of the Company, change such limit for the purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Edgars Consolidated Stores LTD)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything The Depositary may issue Receipts against evidence of the right to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by receive Shares from the Company. No such issuance of Receipts shall be deemed a Pre-Release (as defined below). Notwithstanding Section 2.04 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.03 (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.06, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; providedPROVIDED, howeverHOWEVER, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s 's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s 's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Consorcio Ecuatoriano De Telecommunicaciones Sa Conecel)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything Neither the Depositary nor the Custodian shall deliver Shares, by physical delivery, book entry or otherwise (other than to the contrary in this Receipt Company or in its agent as contemplated by Section 4.08 of the Deposit Agreement), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the receipt and cancellation of Receipts. The Depositary may issue Receipts against rights to receive Shares from the Company (or any agent of the Company recording Share ownership). No such issue of Receipts will be deemed a “Pre-Release” subject to the restrictions of the following paragraph. In its capacity as Depositary, the Depositary will not deliver Shares held under the Deposit Agreement but subject prior to the terms receipt and conditions thereof, unless otherwise instructed cancellation by the Company, the Depositary of Receipts. The Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and that interest in such person Shares or its customer Receipts, as the case may be, to the Depositary for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or Receipts in trust Receipts, as the case may be, for the account of the Depositary until such Shares or Receipts are delivered to delivery of the Depositary or same upon the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ReceiptsDepositary’s request, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Releases); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered into under the Deposit Agreement done hereunder with any particular Pre-Releasee anyone person on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Vivo Participacoes S.A.)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary Unless requested in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed writing by the CompanyCompany to cease doing so, the Depositary may may, notwithstanding Section 2.3 hereof, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 (a “"Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.5, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. The Company will have no liability whatsoever to any Owner or holder of a Receipt with respect to any representation, action or omission by such Owner or holder pursuant to this Section 2.9.

Appears in 1 contract

Sources: Deposit Agreement (Commercial International Bank Egypt S a E)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in Section 2.3 of the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanyAgreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 of the Deposit Agreement (a “"Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.5 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction satisfactory of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered that such person, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and that such person or its customer agrees to hold such Shares or Receipts interest in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners and (iii) will not take any action with respect to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or Receipts, as the case may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction Receipts, as the case maybe, set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute constituted Deposited Securities under the Deposit AgreementSecurities). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Glanbia Public LTD Co /Fi)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything Neither the Depositary nor the Custodian shall deliver Shares, by physical delivery, book entry or otherwise (other than to the contrary in this Receipt Company or in its agent as contemplated by Section 4.08 of the Deposit Agreement but subject or pursuant to a sale under Section 3.02, 3.05, 4.03, 4.11 or 6.02 of the terms Deposit Agreement), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the surrender and conditions thereof, unless otherwise instructed by the Company, the cancellation of Receipts. The Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and that interest in such person Shares or its customer Receipts, as the case may be, to the Depositary for the benefit of the Owners, and (iii) agrees in effect to hold such Shares or Receipts in trust Receipts, as the case may be, for the account of the Depositary until such Shares or Receipts are delivered to delivery of the Depositary or same upon the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ReceiptsDepositary’s request, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateU.S. government securities, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the American Depositary Shares deposited under the Deposit Agreementoutstanding (without giving effect to American Depositary Shares evidenced by Receipts outstanding as a result of Pre-Releases); provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriateappropriate and may, and may with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to the number of Pre-Release Released Receipts involved in transactions to be entered into under the Deposit Agreement done hereunder with any particular Pre-Releasee one person on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Telemig Celular Participacoes Sa)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything The Depositary may issue Receipts against rights to receive Shares from the contrary in this Receipt or in the Deposit Agreement but Company. No such issue of Receipts shall be deemed a “Pre-Release” subject to the terms and conditions thereof, unless otherwise instructed restrictions of the following paragraph. Unless requested by the CompanyCompany to cease doing so, notwithstanding Section 2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, customer owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit from time to time for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement hereunder with any particular Pre-Releasee on a case-by-case by case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. The Company shall have no liability to any Owner with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to this Section 2.09.

Appears in 1 contract

Sources: Deposit Agreement (Open Joint Stock Co Nizhegorodsvyazinform/Adr)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to Section 2.3 hereof, the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereofDepositary, unless otherwise instructed requested by the CompanyCompany to cease doing so, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.2 (a “"Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.5, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized (such collateral marked to market daily) with cash cash, U.S. Government Securities or such other collateral as the Depositary deems appropriatedetermines in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder then outstanding; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders Owners and Beneficial Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s 's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Ohsea Holdings LTD)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything The Depositary may issue Receipts against rights to receive Shares from the contrary in this Receipt or in the Deposit Agreement but Company. No such issue of Receipts will be deemed a "Pre-Release" subject to the terms and conditions thereof, unless otherwise instructed restrictions of the following paragraph. Unless requested by the CompanyCompany to cease doing so, notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivereddelivered (the "Pre-Releasee"), that such person, the Pre-Releasee or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receiptsbe , (b) at all times fully collateralized (such collateral marked to market daily) with cash or such other collateral as the Depositary reasonably deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days business days' notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably it deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the The collateral referred to in clause (b) above shall will be held by the Depositary for the benefit of the Owners as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction set forth in clause (a) above (and shall will not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement). The Depositary may retain for its own account any compensation received by it in connection with the foregoing. The Company will have no liability to any Owner with respect to any representations, actions or omissions by the Depositary, any holder of Receipts, or any Owner or any of their respective agents pursuant to Section 2.09 of the Deposit Agreement and this Article 8.

Appears in 1 contract

Sources: Deposit Agreement (Ojsc Volga Telecom/Fi)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanySection 2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied accompa­nied by a written representation from the person to whom Receipts or Shares are to be delivered, that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateappro­priate, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders Owners under the this Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a by the person subject to such Pre-Release transaction, including the Pre-Releaseesuch person’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (China Oilfield Services LTD/Fi)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in Section 2.03 of the Deposit Agreement Agreement, but subject to the terms and conditions thereof, unless otherwise instructed by provisions of Section 2.09 of the CompanyDeposit Agreement, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 2.05 of the Deposit Agreement, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, delivered (the “Pre-Releasee”) that such personthe Pre-Releasee, or its customer, owns the Shares or Receipts to be remitted, as the case may be, assigns all beneficial right, title and interest therein, to the Depositary in its capacity as such and for the benefit of the Owners, will not take any action with respect to such Shares or Receipts, as the case may be, that such person or its customer agrees to hold is inconsistent with the transfer of beneficial ownership, and will deliver such Shares or Receipts in trust for upon the Depositary until such Shares Depositary’s request (no evidence of ownership is required or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receiptstime of delivery specified), (b) at all times fully collateralized (marked to market daily) with cash or United States government securities until such other collateral as the Depositary deems appropriateShares are deposited, (c) terminable by the Depositary on not more than five (5) Business Days business days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release Releases will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreement; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreement)transaction. The Depositary may retain for its own account any compensation received by it in connection with for the foregoingissuance of Shares or Receipts against such other rights to receive Shares, including without limitation earnings on the collateral securing such rights.

Appears in 1 contract

Sources: Deposit Agreement (Bank of New York / Adr Division)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything The Depositary may issue Receipts against evidence of the right to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by receive Shares from the Company. No such issuance of Receipts shall be deemed a Pre-Release (as defined below). Notwithstanding Section 2.04 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.03 (a "Pre-Release”) against the evidence (including extracts from the Share Register) of the right "). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.06, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied by a written representation from the person to whom Receipts or Shares are to be delivered, that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) Business Days notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may change such limit for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s 's obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s 's obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

Sources: Deposit Agreement (Yukos Oil Co)

PRE-RELEASE OF RECEIPTS. Notwithstanding anything to the contrary in this Receipt or in the Deposit Agreement but subject to the terms and conditions thereof, unless otherwise instructed by the CompanySection 2.03 hereof, the Depositary may execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a “Pre-Release”) against the evidence (including extracts from the Share Register) of the right ). The Depositary may, pursuant to receive Shares from the Company. Other than as contemplated in Section 2.11 of the Deposit Agreement2.05, the Depositary may deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Other than as contemplated in Section 2.11 of the Deposit Agreement, each Each Pre-Release will be (a) preceded or accompanied accompa­nied by a written representation from the person to whom Receipts or Shares are to be delivered, that such person, or its customer, owns the Shares or Receipts to be remitted, as the case may be, and that such person or its customer agrees to hold such Shares or Receipts in trust for the Depositary until such Shares or Receipts are delivered to the Depositary or the Custodian, and unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or Receipts, (b) at all times fully collateralized with cash or such other collateral as the Depositary deems appropriateappro­priate, (c) terminable by the Depositary on not more than five (5) Business Days business days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. Other than as contemplated by Section 2.11 of the Deposit Agreement, the The number of American Depositary Shares which are outstanding at any time as a result of Pre-Release will not normally exceed thirty percent (30%) of the Shares deposited under the Deposit Agreementhereunder; provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it reasonably deems appropriate, and may may, with the prior written consent of the Company, change such limit from time to time for purposes of general application. The Depositary will also set Dollar limits with respect to Pre-Release transactions to be entered into under the Deposit Agreement hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary reasonably deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Holders Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the in connection with a Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities under the Deposit Agreementhereunder). The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

Appears in 1 contract

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