Common use of Surrender of Receipts Clause in Contracts

Surrender of Receipts. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary, Custodian or Registrar may require payment from the depositor of Shares or the presenter of the Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, may require the production of proof reasonably satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may reasonably establish consistent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.6. The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of outstanding Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Issuer at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement, or for any other reason, in each case subject to the provisions of Section 7.7 hereof and the following sentence. Notwithstanding any other provision of this Deposit Agreement or the Receipts, the surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended except as permitted in General Instruction I(A)(1) to Form F-6 (as may be amended from time to time) under the Securities Act of 1933, which currently permits suspension only in connection with (i) temporary delays caused by closing the transfer books of the Depositary or the Issuer or the deposit of Shares in connection with voting at a shareholders' meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares or such sale would be exempt from such provisions. The Depositary will, and will instruct the Custodian to, comply with written instructions of the Issuer not to accept for deposit under this Deposit Agreement any Shares identified in such instructions and under such circumstances as may reasonably be specified in such instructions in order to facilitate the compliance with U.S. securities laws by the Issuer.

Appears in 1 contract

Sources: Deposit Agreement (Kabuskiki Kaisha Jyupitaterekomu)

Surrender of Receipts. As a condition precedent Upon surrender at the Corporate Trust Office of the Depositary of this Receipt, and upon payment of the fee of the Depositary provided in paragraph (6) of this Receipt, and subject to the execution terms and conditions of the Deposit Agreement, the Holder hereof is entitled to delivery, registration to him or upon his order, of the Deposited Securities at the time represented by the American Depositary Shares for which this Receipt is issued. Delivery of such Deposited Securities may be made by the delivery of certificates in the name of the Holder hereof or as ordered by him or by the delivery of certificates endorsed (or accompanied by proper instruments of transfer). Such delivery will be made without unreasonable delay and, split-up, combination or surrender of any Receipt or withdrawal of any Deposited Securities, at the Depositary, Custodian or Registrar may require payment from the depositor of Shares or the presenter option of the Holder hereof, either at the office of the Custodian or. A Receipt surrendered for such purposes may be required by the Depositary to be properly endorsed in blank or accompanied by proper instruments of a sum sufficient to reimburse it for any tax or other governmental charge transfer in blank, and any stock transfer or registration fee with respect thereto (including any such tax or charge the Holder thereof shall execute and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, may require the production of proof reasonably satisfactory to it as deliver to the identity and genuineness of any signature and may also require compliance with any regulations Depositary a written order directing the Depositary may reasonably establish consistent with to cause the provisions Deposited Securities being withdrawn to be delivered to or upon the written order of the person or persons designated in such order. Thereupon the Depositary shall direct the Custodian to deliver at the Dublin office of the Custodian, subject to Sections 2.6, 3.1 and 3.2 of the Deposit Agreement, and to the other terms and conditions of this Deposit Agreement, including, without limitation, this Section 2.6. The delivery of Receipts against deposits of Shares generally to or against deposits of particular Shares may be suspended, or upon the transfer of Receipts in particular instances may be refused, or the registration of transfer of outstanding Receipts generally may be suspended, during any period when the transfer books written order of the Depositary are closed, person or if any such action is deemed necessary or advisable by persons designated in the order delivered to the Depositary as above provided, the amount of Deposited Securities represented by such Receipt, except that the Depositary may take delivery to such person or persons at the Issuer at any time or from time to time because Corporate Trust Office of any requirement the Depositary, provided that the forwarding of law Stock certificates or of any government dividends or governmental body or commissiondistributions with respect to the Deposited Securities represented by such Receipt, or under of any provision proceeds of this Deposit Agreementsale of any dividends, distributions or for any other reason, in each case subject to the provisions of Section 7.7 hereof and the following sentence. Notwithstanding any other provision of this Deposit Agreement or the Receipts, the surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended except as permitted in General Instruction I(A)(1) to Form F-6 (as may be amended from time to time) under the Securities Act of 1933rights, which currently permits suspension only in connection with (i) temporary delays caused may at the time be held by closing the transfer books Depositary. At the request, risk and expense of the Depositary or the Issuer or the deposit of Shares in connection with voting at any Holder so surrendering a shareholders' meeting or the payment of dividends, (ii) the payment of fees, taxes and similar chargesReceipt, and (iii) compliance with any laws or governmental regulations relating to for the Receipts or to the withdrawal account of the Deposited Securities. Without limitation of the foregoingsuch Holder, the Depositary shall not knowingly accept direct the Custodian to forward a certificate or certificates and other proper documents of title for deposit under this Deposit Agreement any Shares required the Deposited Securities for such deliveryrepresented by such Receipt to be registered under the provisions Depositary for deliver at the Corporate Trust Office of the Securities Act Depositary in The City of 1933New York. Such direction shall be given by letter or, unless a registration statement is in effect as to such Shares or such sale would be exempt from such provisions. The Depositary willat the request, risk and will instruct the Custodian to, comply with written instructions expense of the Issuer not to accept for deposit under this Deposit Agreement any Shares identified in such instructions and under such circumstances as may reasonably be specified in such instructions in order to facilitate the compliance with U.S. securities laws Holder hereofsuch Holder, by the Issuercable, telex or facsimile transmission.

Appears in 1 contract

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