Common use of Transfer of Receipts; Combination and Split-up of Receipts Clause in Contracts

Transfer of Receipts; Combination and Split-up of Receipts. The Rule 144A Depositary, subject to the terms and conditions of this Deposit Agreement, including payment of the fees of the Rule 144A Depositary as provided in Section 5.09, shall register transfers of Receipts on its transfer books from time to time, (a) if the book-entry settlement system of DTC is then available for the Book-Entry Rule 144A GDSs, upon receipt by the Rule 144A Depositary at its Corporate Trust Office of written instructions from DTC or DTC's nominee on behalf of any Beneficial Owner and (b) if the book-entry settlement system of DTC shall become unavailable for the Book-Entry Rule 144A GDSs, upon surrender at the Corporate Trust Office of the Rule 144A Depositary of a Receipt, by the Holder in person or by a duly authorized attorney, properly endorsed or accompanied by a proper instrument or instruments of transfer (including, in the case of any Receipt in physical, certificated form, the due execution and completion of any endorsements appearing thereon relating to compliance with restrictions applicable to the transfer thereof), and duly stamped as may be required by the laws of the ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇. Thereupon the Rule 144A Depositary shall execute a new Receipt or Receipts and deliver the same to or upon the order of the person entitled thereto, subject to receipt of any certifications by such person as the Rule 144A Depositary and the Company may require in order to comply with applicable laws, but only upon payment to the Rule 144A Depositary of the fees of the Rule 144A Depositary as provided in Section 5.09. The Rule 144A Depositary may deliver a Receipt or Receipts in exchange for an unrestricted depositary receipt or unrestricted depositary receipts, upon the same terms and subject to the same conditions as apply to a deposit for a Receipt under Section 2.02(b). The Rule 144A Depositary is not required to deliver a Receipt in exchange for an unrestricted depositary receipt if the Rule 144A Depositary believes that at the time of issuance such Receipt would not be eligible under paragraph (d)(3) of Rule 144A. The Rule 144A Depositary, subject to the terms and conditions of this Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number of Rule 144A Global Depositary Shares requested, evidencing the same aggregate number of Rule 144A Global Depositary Shares as the Receipt or Receipts surrendered. Notwithstanding the foregoing, with respect to any transfer of a Receipt evidencing Physical Rule 144A GDSs, upon the surrender of such Receipt together with written instructions as to the person or persons, or to whose DTC participant account the Physical Rule 144A GDSs to be transferred are to be credited, the Rule 144A Depositary will, if at the time DTC's book-entry settlement system is available for Book-Entry Rule 144A GDSs, cancel the surrendered Receipt, adjust its records, and instruct DTC to adjust its records, so as to increase the number of Rule 144A Global Depositary Shares represented by the Master GDR by the number of Physical Rule 144A GDSs evidenced by the Receipt so surrendered for transfer and inform DTC as to the person or persons, or to whose DTC participant account such Rule 144A Global Depositary Shares are to be credited. The Rule 144A Depositary may appoint one or more co-transfer agents for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Rule 144A Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Rule 144A GDS Holders or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Rule 144A Depositary.

Transfer of Receipts; Combination and Split-up of Receipts. The Upon receipt by the Depositary of (a) a written opinion of U.S. counsel satisfactory to the Depositary in connection with a transfer in accordance with paragraphs (c), (e), (f), (g) and, if applicable, (h) of Rule 144A 144 under the Securities Act, pursuant to either Rule 144 or Rule 145 under the Securities Act, without regard to any termination of certain restrictions by operation of paragraph (k) of that rule, and (b) a duly executed and completed written certification and agreement ("Transfer Certificate"), in substantially the form attached as Annex II hereto and as hereinafter described, in connection with a transfer in accordance with paragraphs (c), (e), (f), (g) and, if applicable, (h) of Rule 144 under the Securities Act, without regard to any termination of certain restrictions by operation of paragraph (k) of that rule, the Depositary, subject to the terms and conditions of this Restricted Deposit Agreement, including payment of the fees of the Rule 144A Depositary as provided in Section 5.09, shall register transfers of Receipts on its transfer books from time to time, (a) if the book-entry settlement system of DTC is then available for the Book-Entry Rule 144A GDSsexchange, upon receipt by the Rule 144A Depositary at its Corporate Trust Office of written instructions from DTC or DTC's nominee on behalf of any Beneficial Owner and (b) if the book-entry settlement system of DTC shall become unavailable for the Book-Entry Rule 144A GDSs, upon surrender at the Corporate Trust Office of the Rule 144A Depositary of a Receipt, by the Holder Owner in person or by a duly authorized attorney, properly endorsed or accompanied by a proper instrument or instruments of transfer (including, in the case of any Receipt in physical, certificated form, the due execution and completion of any endorsements appearing thereon relating to compliance with restrictions applicable to the transfer thereof)transfer, and duly stamped as may be required by the laws of the ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇. Thereupon the Rule 144A Depositary shall execute a new Receipt or Receipts State of New York and deliver the same to or upon the order of the person entitled theretoUnited States of America, the Receipts evidencing Restricted American Depositary Shares for ADRs evidencing ADSs issued pursuant to the ADR Deposit Agreement, subject to receipt the provisions of Section 2.09 of this Restricted Deposit Agreement. The Depositary shall not be required to register any certifications by such person as transfer of a Receipt unless it shall have received from the Rule 144A Depositary Beneficial Owner a duly executed and the Company may require completed Transfer Certificate, in order to comply with applicable laws, but only upon payment form and substance satisfactory to the Rule 144A Depositary of the fees of the Rule 144A Depositary as provided in Section 5.09Depositary. The Rule 144A Depositary may deliver a Receipt or Receipts in exchange for an unrestricted depositary receipt or unrestricted depositary receipts, upon the same terms and subject to the same conditions as apply to a deposit for a Receipt under Section 2.02(b). The Rule 144A Depositary is not required to deliver a Receipt in exchange for an unrestricted depositary receipt if the Rule 144A Depositary believes that at the time of issuance such Receipt would not be eligible under paragraph (d)(3) of Rule 144A. The Rule 144A Depositary, subject to the terms and conditions of this Restricted Deposit Agreement, including, if the Depositary shall so require, delivery of a written opinion of U.S. counsel and a duly executed and completed Transfer Certificate substantially in the form of Annex II hereto, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number of Rule 144A Global Restricted American Depositary Shares requested, evidencing the same aggregate number of Rule 144A Global Restricted American Depositary Shares as the Receipt or Receipts surrendered. Notwithstanding The representations and warranties included within the foregoing, with respect to any transfer Transfer Certificate in the form of a Receipt evidencing Physical Rule 144A GDSs, upon the surrender of such Receipt together with written instructions as to the person or persons, or to whose DTC participant account the Physical Rule 144A GDSs Annex II to be transferred are to be crediteddelivered shall survive such transfer, surrender and withdrawal, split-up or combination of the Rule 144A Depositary will, if at the time DTC's book-entry settlement system is available for Book-Entry Rule 144A GDSs, cancel the surrendered Receipt, adjust its records, and instruct DTC to adjust its records, so as to increase the number of Rule 144A Global Depositary Shares represented by the Master GDR by the number of Physical Rule 144A GDSs evidenced by the Receipt so surrendered for transfer and inform DTC as to the person or persons, or to whose DTC participant account such Rule 144A Global Depositary Shares are to be creditedReceipts. The Rule 144A Depositary may appoint one or more co-transfer agents for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Rule 144A Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Rule 144A GDS Holders Owners or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Rule 144A Depositary.