Common use of TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS Clause in Contracts

TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS. Subject to the limitations contained in the Deposit Agreement, transfers of American Depositary Shares may be registered on the books of the Depositary by the Owner in person or by a duly authorized attorney, upon surrender of those American Depositary Shares properly endorsed for transfer or accompanied by proper instruments of transfer, in the case of a Receipt, or pursuant to a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 of the Deposit Agreement), in the case of uncertificated American Depositary Shares, and funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary, upon surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel those certificated American Depositary Shares and send the Owner a statement confirming that the Owner is the Owner of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares and deliver to the Owner the same number of certificated American Depositary Shares. As a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt, the delivery of any distribution thereon, or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar shall require payment from the depositor of the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a 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 provided in the Deposit Agreement and may also require the production of (a) proof satisfactory to it as to the identity and genuineness of any signature, (b) compliance with any laws or regulations relating to depositary receipts in general or to the withdrawal or sale of Deposited Securities, (c) delivery of such certificates as the Company may from time to time specify in writing to the Depositary to assurance compliance with the Securities Act of 1933 and rules and regulations thereunder and (d) compliance with such reasonable procedures, if any as the Depositary may establish consistent with the provisions of the Deposit Agreement. The delivery of American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary, the Company or the Registrar or the Foreign Registrar are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission or any securities exchange on which the Shares or American Depositary Shares are listed, or under any provision of the Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, 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 U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities, and (iv) any other reason that may at any time be specified in paragraph I.A.(1) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares or rights that would be required to be registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares for such offer and sale.

Appears in 1 contract

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

TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS. Subject Transfers of American Depositary Shares shall, subject to the limitations contained in terms and conditions of the Deposit Agreement, transfers of American Depositary Shares may be registered on the books of the Depositary upon (i) in the case of certificated American Depositary Shares surrender of the Receipt evidencing those American Depositary Shares, by the Owner in person or by a duly authorized attorney, upon surrender of those American Depositary Shares properly endorsed for transfer or accompanied by proper instruments of transfer, or (ii) in the case of a Receipt, or pursuant to uncertificated American Depositary Shares receipt from the Owner of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 of the Deposit Agreement), and, in either case, duly stamped as may be required by the case laws of uncertificated American Depositary Shares, the State of New York and of the United States of America and upon payment of funds sufficient to pay for any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary, upon surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel those certificated American Depositary Shares and send the Owner a statement confirming that the Owner is the Owner of the same number of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares execute and deliver to the Owner the same number of certificated American Depositary Shares. As a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt, the delivery of any distribution thereon, Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar shall may require payment from the depositor of the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a 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 provided in the Deposit Agreement and Agreement, may also require (a) the production of (a) proof satisfactory to it as to the identity and genuineness of any signature, (b) compliance with any laws or regulations relating to depositary receipts in general or to the withdrawal or sale of Deposited Securities, (c) delivery of such certificates as the Company may from time to time specify in writing to the Depositary to assurance assure compliance with the Securities Act of 1933 and the rules and regulations thereunder and (d) compliance with such reasonable procedures, if any any, as the Depositary may establish consistent with the provisions of the Deposit AgreementAgreement or this Receipt, including, without limitation, this Article 3. The delivery of American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary, the Company or the Registrar or the Foreign Registrar Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission or any securities exchange on which the Shares or American Depositary Shares are listedcommission, or under any provision of the Deposit AgreementAgreement or this Receipt, or for any other reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, 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 U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities, and (iv) any other reason that may at any time be specified in paragraph I.A.(1) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares or rights that which would be required to be registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares for such offer and sale.

Appears in 1 contract

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

TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS. Subject to the limitations contained in the Deposit Agreement, transfers Transfer of American Depositary Shares may be registered on the books of the Depositary upon (i) in the case of certificated American Depositary Shares surrender of American Depositary Shares, by the Owner hereof in person or by a duly authorized attorney, upon surrender of those American Depositary Shares properly endorsed for transfer or accompanied by proper instruments of transfer, transfer or (ii) in the case of a Receiptuncertificated American Depositary Shares, or pursuant to receipt from the Owner of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 2.10 of the Deposit Agreement)) and, in the case of uncertificated American Depositary Shareseither case, upon compliance with any applicable restrictions on transfer thereof, and duly stamped as may be required by the laws of the State of New York and of the United States of America and accompanied by funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary, upon surrender of certificated American Depositary Shares a Receipt for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel those certificated American Depositary Shares that Receipt and send the Owner a statement confirming that the Owner is the Owner of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 2.10 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares execute and deliver to the Owner the same number of certificated a Receipt evidencing those American Depositary Shares. As a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt, the delivery of any distribution thereon, or withdrawal of any Deposited Securities, the Company, Depositary, the Custodian, Custodian or Registrar shall may require payment from the depositor of the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer transfer, registration, or registration conversion fee with respect thereto (including any such tax tax, charge or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees of the Depositary as provided in the Deposit Agreement and this Receipt, may also require the production of (a) proof satisfactory to it as to the identity and genuineness of any signature, (b) signature and may also require compliance with any laws or regulations relating to depositary receipts in general or to the withdrawal or sale of Deposited Securities, (c) delivery of such certificates as the Company may from time to time specify in writing to the Depositary to assurance compliance with the Securities Act of 1933 and rules and regulations thereunder and (d) compliance with such reasonable procedures, if any as the Depositary may establish consistent with the provisions of the Deposit AgreementAgreement or this Receipt, including, without limitation, this Article 3. The delivery of American Depositary Shares against deposit of Shares generally or against deposit deposits of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the DepositaryCompany, the Company Depositary or the Registrar or the Foreign any Registrar are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission or any securities exchange on which the Shares or American Depositary Shares are listedcommission, or under any provision of the Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, or the deposit of Shares in connection with voting at a shareholders’ meeting, meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, charges and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities, and (iv) any other reason that may at any time be specified in paragraph I.A.(1) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares or rights that would be required to be registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares. The Depositary will comply with written instructions from the Company requesting that the Depositary not accept for deposit hereunder any Shares for or rights identified in such offer and saleinstructions in order to facilitate the Company’s compliance with securities laws of the United States or any State thereof or of The Republic of France.

Appears in 1 contract

Sources: Deposit Agreement (General Geophysics Co)

TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS. Subject to the limitations contained in the Deposit Agreement, transfers of American Depositary Shares may be registered on the books of the Depositary by the Owner in person or by a duly authorized attorney, upon surrender of those American Depositary Shares properly endorsed for transfer or accompanied by proper instruments of transfer, in the case of a Receipt, or pursuant to a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 of the Deposit Agreement), in the case of uncertificated American Depositary Shares, and funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary, upon surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel those certificated American Depositary Shares and send the Owner a statement confirming that the Owner is the Owner of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares and deliver to the Owner the same number of certificated American Depositary Shares. As a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt, the delivery of any distribution thereon, or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar shall require payment from the depositor of the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a 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 provided in the Deposit Agreement and may also require the production of (a) proof satisfactory to it as to the identity and genuineness of any signature, (b) compliance with any laws or regulations relating to depositary receipts in general or to the withdrawal or sale of Deposited Securities, (c) delivery of such certificates as the Company may from time to time specify in writing to the Depositary to assurance compliance with the Securities Act of 1933 and rules and regulations thereunder and (d) compliance with such reasonable procedures, if any any, as the Depositary may establish consistent with the provisions of the Deposit Agreement. The delivery of American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary, the Company or the Registrar or the Foreign Registrar are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission or any securities exchange on which the Shares or American Depositary Shares are listed, or under any provision of the Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, 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 U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities, and (iv) any other reason that may at any time be specified in paragraph I.A.(1) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares or rights that would be required to be registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares for such offer and sale.

Appears in 1 contract

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

TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS. Subject to the limitations contained in the Deposit Agreement, transfers Transfers of American Depositary Shares may be registered on the books of the Depositary by the Owner in person or by a duly authorized attorney, upon surrender of those American Depositary Shares properly endorsed for transfer or accompanied by proper instruments of transfer, in the case of a Receipt, or pursuant to a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile (each as hereinafter defined) as provided in Section 2.11 2.10 of the Deposit Agreement), in the case of uncertificated American Depositary Shares, and funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary, upon surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel those certificated American Depositary Shares and send the Owner a statement confirming that the Owner is the Owner of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 2.10 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares and deliver to the Owner the same number of certificated American Depositary Shares. As a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt, the delivery of any distribution thereon, Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar shall may require payment from the depositor of the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a 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 provided in the Deposit Agreement and Agreement, may also require the production of (a) proof satisfactory to it as to the identity and genuineness of any signature, (b) signature and may also require compliance with any laws or regulations relating to depositary receipts in general or to the withdrawal or sale of Deposited Securities, (c) delivery of such certificates as the Company may from time to time specify in writing to the Depositary to assurance compliance with the Securities Act of 1933 and rules and regulations thereunder and (d) compliance with such reasonable procedures, if any as the Depositary may establish consistent with the provisions of the Deposit Agreement. The delivery of American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary, the Company or the Registrar or the Foreign Registrar Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission or any securities exchange on which the Shares or American Depositary Shares are listedcommission, or under any provision of the Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, 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 U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities, and (iv) any other reason that may at any time be specified in paragraph I.A.(1) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares or rights that which would be required to be registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares for such offer and sale.

Appears in 1 contract

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

TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS. Subject to the limitations contained in the Deposit Agreement, transfers Transfers of American Depositary Shares may be registered on the books of the Depositary by the Owner in person or by a duly authorized attorney, upon surrender of those American Depositary Shares properly endorsed for transfer or accompanied by proper instruments of transfer, in the case of a Receipt, or pursuant to a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 2.10 of the Deposit Agreement), in the case of uncertificated American Depositary Shares, and funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary, subject to the terms and conditions of the Deposit Agreement, upon surrender of certificated American Depositary Shares a Receipt for the purpose of exchanging the certificated American Depositary Shares evidenced by that Receipt for uncertificated American Depositary Shares, shall cancel those certificated American Depositary Shares that Receipt and send the Owner a statement confirming that the Owner is the Owner of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 2.10 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging those uncertificated American Depositary Shares for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares execute and deliver to the Owner the same number of certificated a Receipt evidencing those American Depositary Shares. As a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt, the delivery of any distribution thereon, Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar shall may require payment from the depositor of the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a 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 provided in the Deposit Agreement and Agreement, may also require the production of (a) proof satisfactory to it as to the identity and genuineness of any signature, (b) signature and may also require compliance with any laws or regulations relating to depositary receipts in general or to the withdrawal or sale of Deposited Securities, (c) delivery of such certificates as the Company may from time to time specify in writing to the Depositary to assurance compliance with the Securities Act of 1933 and rules and regulations thereunder and (d) compliance with such reasonable procedures, if any as the Depositary may establish consistent with the provisions of the Deposit Agreement. The delivery of American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the registration of transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the DepositaryDepositary and the Registrar, the Company or the Registrar or the Foreign Registrar if applicable, are closed, or if any such action is deemed necessary or advisable by the Depositary Depositary, the Registrar, if applicable, or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission or any securities exchange on which the Shares or American Depositary Shares are listedcommission, or under any provision of the Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Registrar, if applicable, or the Company or the Foreign Registrar, if applicable, 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 U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities, and (iv) any other reason that may at any time be specified in paragraph I.A.(1) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares or rights that which would be required to be registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares for or such offer and saleShares are exempt from registration thereunder.

Appears in 1 contract

Sources: Deposit Agreement (Carlos Casado S.A.)

TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS. Subject to the limitations contained in the Deposit Agreement, transfers Transfers of American Depositary Shares may be registered on the books of the Depositary by the Owner in person or by a duly authorized attorney, upon surrender of those American Depositary Shares properly endorsed for transfer or accompanied by proper instruments of transfer, in the case of a Receipt, or pursuant to a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 2.10 of the Deposit Agreement), in the case of uncertificated American Depositary Shares, and funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary, upon surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares, shall shall, without unreasonable delay, cancel those certificated American Depositary Shares and send the Owner a statement confirming that the Owner is the Owner of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 2.10 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall shall, without unreasonable delay, cancel those uncertificated American Depositary Shares and deliver to the Owner the same number of certificated American Depositary Shares. As a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt, the delivery of any distribution thereon, Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar shall may require payment from the depositor of the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a 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 provided in the Deposit Agreement and Agreement, may also require the production of (a) proof satisfactory to it as to the identity and genuineness of any signature, (b) signature and may also require compliance with any laws or regulations relating to depositary receipts in general or to the withdrawal or sale of Deposited Securities, (c) delivery of such certificates as the Company may from time to time specify in writing to the Depositary to assurance compliance with the Securities Act of 1933 and rules and regulations thereunder and (d) compliance with such reasonable procedures, if any as the Depositary may establish consistent with the provisions of the Deposit Agreement. The delivery of American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary, the Company or the Registrar or the Foreign Registrar Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission or any securities exchange on which the Shares or American Depositary Shares are listedcommission, or under any provision of the Deposit Agreement, or for any other reason, subject to . The Depositary shall notify the provisions Company of any suspension or refusal under the following sentencepreceding sentence other than those that occur in the ordinary course of business. Notwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, 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 U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities, and (iv) any other reason that may at any time be specified in paragraph I.A.(1) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares or rights that which would be required to be registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares for such offer and sale.

Appears in 1 contract

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

TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS. Subject to the limitations contained in the Deposit Agreement, transfers Transfers of American Depositary Shares may be registered on the books of the Depositary upon (i) in the case of certificated American Depositary Shares, surrender of the Receipt evidencing those American Depositary Shares, by the Owner in person or by a duly authorized attorney, upon surrender of those American Depositary Shares properly endorsed for transfer or accompanied by proper instruments of transfer, transfer or (ii) in the case of a Receiptuncertificated American Depositary Shares, or pursuant to receipt from the Owner of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 2.10 of the Deposit Agreement), and, in either case, duly stamped as may be required by the case laws of uncertificated American Depositary Shares, the State of New York and of the United States of America and upon payment of funds sufficient to pay for any applicable transfer taxes and the reasonable expenses of the Depositary and upon compliance with such regulationsreasonable procedures, if any, as the Depositary may establish for such purposepurpose consistent with the provisions of the Deposit Agreement. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary, upon surrender of certificated American Depositary Shares a Receipt for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel those certificated American Depositary Shares that Receipt and send the Owner a statement confirming that the Owner is the Owner of the same number of uncertificated American Depositary SharesShares that the surrendered Receipt evidenced. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 2.10 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares execute and deliver to the Owner a Receipt evidencing the same number of certificated American Depositary Shares. As a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt, the delivery of any distribution thereon, Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar shall may require payment from the depositor of the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a 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 provided in the Deposit Agreement Agreement, and may also require (a) the production of (a) proof satisfactory to it as to the identity and genuineness of any signature, (b) compliance with any laws or regulations regulations, relating to depositary receipts in general or to the withdrawal or sale of Deposited Securities, (c) delivery of such certificates as the Company may from time to time specify in writing to the Depositary to assurance assure compliance with the Securities Act of 1933 and the rules and regulations thereunder and (d) compliance with such reasonable procedures, if any any, as the Depositary may establish consistent with the provisions of the Deposit Agreement. The delivery of American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary, the Company or the Registrar or the Foreign Registrar Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission or any securities exchange on which the Shares or American Depositary Shares are listedcommission, or under any provision of the Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, 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 U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities, and (iv) any other reason that may at any time be specified in paragraph I.A.(1) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares or rights that which would be required to be registered under the provisions of the Securities Act of 19331933 for public offer and sale in the United States, unless a registration statement is in effect as to such Shares for such offer and sale. The Depositary shall comply with the reasonable written instructions of the Company requesting the Depositary not to accept for deposit under the Deposit Agreement any Shares identified in such instructions in order to facilitate the Company's compliance with the securities laws of the United States and other jurisdictions.

Appears in 1 contract

Sources: Deposit Agreement (White Energy Co LTD)

TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS. Subject to the limitations contained in the Deposit Agreement, transfers The transfer of American Depositary Shares may be registered this Receipt is registrable on the books of the Depositary at its Corporate Trust Office by the Owner hereof in person or by a duly authorized attorney, upon surrender of those American Depositary Shares this Receipt properly endorsed for transfer or accompanied by proper instruments of transfer, in the case of a Receipt, or pursuant to a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 of the Deposit Agreement), in the case of uncertificated American Depositary Shares, transfer and funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary, upon surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel those certificated American Depositary Shares and send the Owner a statement confirming that the Owner is the Owner of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 2.10 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares and deliver to the Owner the same number of certificated American Depositary Shares. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, or surrender of any American Depositary Shares or split-up or combination of any Receipt, the delivery of any distribution thereon, Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar shall may require payment from the depositor of the Shares or the presenter presentor of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a 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 provided in the Deposit Agreement and this Receipt, may also require the production of (a) proof satisfactory to it as to the identity and genuineness of any signature, (b) signature and may also require compliance with any laws or regulations relating to depositary receipts in general or to the withdrawal or sale of Deposited Securities, (c) delivery of such certificates as the Company may from time to time specify in writing to the Depositary to assurance compliance with the Securities Act of 1933 and rules and regulations thereunder and (d) compliance with such reasonable procedures, if any as the Depositary may establish consistent with the provisions of the Deposit AgreementAgreement or this Receipt, including, without limitation, this Article 3. The delivery of American Depositary Shares Receipts against deposit of Shares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares Receipts in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares Receipts generally may be suspended, during any period when the transfer books of the Depositary, the Company or the Registrar or the Foreign Registrar Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission or any securities exchange on which the Shares or American Depositary Shares are listedcommission, or under any provision of the Deposit AgreementAgreement or this Receipt, or for any other reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding American Depositary Shares Receipts and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, 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 U.S. or foreign laws or governmental regulations relating to the American Depositary Shares Receipts or to the withdrawal of the Deposited Securities, and (iv) any other reason that may at any time be specified in paragraph I.A.(1) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares or rights that would be required to be registered under the provisions of the Securities Act of 19331933 for the public offer and sale thereof in the United States, unless a registration statement is in effect as to such Shares for such offer and sale. The Depositary will comply with written instructions of the Company not to accept for deposit under the Deposit Agreement Shares identified in such instructions and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with United States securities laws.

Appears in 1 contract

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

TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS. Subject to the limitations contained in the Deposit Agreement, transfers Transfers of American Depositary Shares may shall, subject to the terms and conditions of the Deposit Agreement be registered on the books of the Depositary upon (i) in the case of certificated American Depositary Shares, surrender of the Receipt evidencing those American Depositary Shares, by the Owner in person or by a duly authorized attorney, upon surrender of those American Depositary Shares properly endorsed for transfer or accompanied by proper instruments of transfer, transfer or (ii) in the case of a Receiptuncertificated American Depositary Shares, or pursuant to receipt from the Owner of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 2.10), and, in either case, duly stamped as may be required by the laws of the Deposit Agreement), in State of New York and of the case United States of uncertificated American Depositary Shares, America and upon payment of funds sufficient to pay for any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary, upon surrender of certificated American Depositary Shares a Receipt for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel those certificated American Depositary Shares that Receipt and send the Owner a statement confirming that the Owner is the Owner of the same number of uncertificated American Depositary SharesShares that the surrendered Receipt evidenced. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 2.10 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares execute and deliver to the Owner a Receipt evidencing the same number of certificated American Depositary Shares. As a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt, the delivery of any distribution thereon, Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar shall may require payment from the depositor of the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a 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 provided in the Deposit Agreement and Agreement, may also require (a) the production of (a) proof satisfactory to it as to the identity and genuineness of any signature, (b) compliance with any laws or regulations regulations, relating to depositary receipts in general or to the withdrawal or sale of Deposited Securities, (c) delivery of such certificates as the Company may from time to time specify in writing to the Depositary to assurance assure compliance with the Securities Act of 1933 and the rules and regulations thereunder and (d) compliance with such reasonable procedures, if any any, as the Depositary may establish consistent with the provisions of the Deposit AgreementAgreement or this Receipt, including, without limitation, this Article 3. The delivery of American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary, the Company or the Registrar or the Foreign Registrar Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission or any securities exchange on which the Shares or American Depositary Shares are listedcommission, or under any provision of the Deposit AgreementAgreement or this Receipt, or for any other reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, 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 U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities, and (iv) any other reason that may at any time be specified in paragraph I.A.(1) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares or rights that which would be required to be registered under the provisions of the Securities Act of 19331933 for public offer and sale in the United States, unless a registration statement is in effect as to such Shares for such offer and sale.

Appears in 1 contract

Sources: Deposit Agreement (Meo Australia LTD)

TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS. Subject to the limitations contained in the Deposit Agreement, transfers Transfers of American Depositary Shares may shall, subject to the terms and conditions of the Deposit Agreement be registered on the books of the Depositary upon (i) in the case of certificated American Depositary Shares, surrender of the Receipt evidencing those American Depositary Shares, by the Owner in person or by a duly authorized attorney, upon surrender of those American Depositary Shares properly endorsed for transfer or accompanied by proper instruments of transfer, transfer or (ii) in the case of a Receiptuncertificated American Depositary Shares, or pursuant to receipt from the Owner of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 2.10 of the Deposit Agreement), and, in either case, duly stamped as may be required by the case laws of uncertificated American Depositary Shares, the State of New York and of the United States of America and upon payment of funds sufficient to pay for any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary, upon surrender of certificated American Depositary Shares a Receipt for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel those certificated American Depositary Shares that Receipt and send the Owner a statement confirming that the Owner is the Owner of the same number of uncertificated American Depositary SharesShares that the surrendered Receipt evidenced. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 2.10 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares execute and deliver to the Owner a Receipt evidencing the same number of certificated American Depositary Shares. As a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt, the delivery of any distribution thereon, Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar shall may require payment from the depositor of the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a 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 provided in the Deposit Agreement and Agreement, may also require (a) the production of (a) proof satisfactory to it as to the identity and genuineness of any signature, (b) compliance with any laws or regulations regulations, relating to depositary receipts in general or to the withdrawal or sale of Deposited Securities, (c) delivery of such certificates as the Company may from time to time specify in writing to the Depositary to assurance assure compliance with the Securities Act of 1933 and the rules and regulations thereunder and (d) compliance with such reasonable procedures, if any any, as the Depositary may establish consistent with the provisions of the Deposit AgreementAgreement or this Receipt, including, without limitation, this Article 3. The delivery of American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary, the Company or the Registrar or the Foreign Registrar Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission or any securities exchange on which the Shares or American Depositary Shares are listedcommission, or under any provision of the Deposit AgreementAgreement or this Receipt, or for any other reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, 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 U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities, and (iv) any other reason that may at any time be specified in paragraph I.A.(1) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares or rights that which would be required to be registered under the provisions of the Securities Act of 19331933 for public offer and sale in the United States, unless a registration statement is in effect as to such Shares for such offer and sale.

Appears in 1 contract

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

TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS. Subject The Depositary, subject to the limitations contained in terms and conditions of the Deposit Agreement, shall without unreasonable delay register transfers of American Depositary Shares may be registered Receipts on the its transfer books from time to time, upon any surrender of the Depositary a Receipt at any of its designated transfer offices by the Owner in person or by a duly authorized attorney, upon surrender of those American Depositary Shares properly endorsed for transfer or accompanied by proper instruments of transfer, in and duly stamped as may be required by the case laws of the State of New York and of the United States of America. Thereupon the Depositary shall execute a Receiptnew Receipt or Receipts and deliver the same to or upon the order of the person(s) entitled thereto evidencing the same aggregate number of American Depositary Shares as those evidenced by the Receipts surrendered. The Depositary, or pursuant subject to a proper instruction (including, for the avoidance of doubt, instructions through DRS terms and Profile as provided in Section 2.11 conditions of the Deposit Agreement), in shall, without unreasonable delay, upon surrender of a Receipt or Receipts at any of its designated transfer offices for the case purpose of uncertificated effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number of American Depositary Shares, and funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one ReceiptShares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The DepositaryDepositary may, upon surrender of certificated American Depositary Shares after consultations with the Company to the extent practicable, appoint one or more co-transfer agents reasonably acceptable to the Company for the purpose of exchanging for uncertificated American Depositary Shareseffecting transfers, shall cancel those certificated American Depositary Shares combinations and send split-ups of Receipts at designated transfer offices on behalf of the Owner a statement confirming that the Owner is the Owner of uncertificated American Depositary SharesDepositary. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Each co-transfer agent appointed under Section 2.11 2.04 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, Agreement shall cancel those uncertificated American Depositary Shares and deliver to the Owner the same number of certificated American Depositary Shares. As a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt, the delivery of any distribution thereon, or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar shall require payment from the depositor of the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a 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 provided notify in the Deposit Agreement and may also require the production of (a) proof satisfactory to it as to the identity and genuineness of any signature, (b) compliance with any laws or regulations relating to depositary receipts in general or to the withdrawal or sale of Deposited Securities, (c) delivery of such certificates as writing the Company may from time to time specify in writing to and the Depositary that it accepts its appointment as co-transfer agent and agrees to assurance compliance with be bound by the Securities Act of 1933 and rules and regulations thereunder and (d) compliance with such reasonable procedures, if any as the Depositary may establish consistent with the provisions applicable terms of the Deposit Agreement. The delivery In carrying out its functions, a co-transfer agent may require evidence of American Depositary Shares against deposit of Shares generally authority and compliance with applicable laws and other requirements by Owners or against deposit of particular Shares may persons entitled to Receipts and will be suspended, or entitled to protection and indemnity to the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of same extent as the Depositary, the Company or the Registrar or the Foreign Registrar are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission or any securities exchange on which the Shares or American Depositary Shares are listed, or under any provision of the Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, 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 U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities, and (iv) any other reason that may at any time be specified in paragraph I.A.(1) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares or rights that would be required to be registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares for such offer and sale.

Appears in 1 contract

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

TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS. Subject The Depositary, subject to the limitations contained in the terms and conditions of this Deposit Agreement, shall register transfers of American Depositary Shares may be registered on its transfer books from time to time, upon (i) in the books case of certificated American Depositary Shares, surrender of the Receipt evidencing those American Depositary Shares, by the Owner in person or by a duly authorized attorney, upon surrender of those American Depositary Shares properly endorsed for transfer or accompanied by proper instruments of transfer, transfer or (ii) in the case of a Receiptuncertificated American Depositary Shares, or pursuant to receipt from the Owner of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 of the Deposit Agreement), and, in either case, duly stamped as may be required by the case of uncertificated American Depositary Shares, and funds sufficient to pay any applicable transfer taxes and the expenses laws of the Depositary State of New York and upon compliance with such regulations, if any, as of the Depositary may establish for such purposeUnited States of America. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary, upon surrender of certificated American Depositary Shares a Receipt for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel those certificated American Depositary Shares that Receipt and send the Owner a statement confirming that the Owner is the Owner owner of the same number of uncertificated American Depositary SharesShares that the surrendered Receipt evidenced. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those evidence the surrender of uncertificated American Depositary Shares and execute and deliver to the Owner a Receipt evidencing the same number of certificated American Depositary Shares. As a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt, the delivery of any distribution thereon, Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar shall may require payment from the depositor of the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a 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 provided in the Deposit Agreement and Agreement, may also require the production of (a) proof satisfactory to it as to the identity and genuineness of any signature, (b) signature and may also require compliance with any laws or regulations relating to depositary receipts in general or to the withdrawal or sale of Deposited Securities, (c) delivery of such certificates as the Company may from time to time specify in writing to the Depositary to assurance compliance with the Securities Act of 1933 and rules and regulations thereunder and (d) compliance with such reasonable procedures, if any as the Depositary may establish consistent with the provisions of the Deposit Agreement. The delivery of American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary, the Company or the Registrar or the Foreign Registrar are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission or any securities exchange on which the Shares or American Depositary Shares are listedcommission, or under any provision of the Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, 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 U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities, and (iv) any other reason that may at any time be specified in paragraph I.A.(1) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares or rights that which would be required to be registered under the provisions of the Securities Act of 19331933 for public offer and sale in the United States, unless a registration statement is in effect as to such Shares for such offer and sale.

Appears in 1 contract

Sources: Deposit Agreement (Nighthawk Energy PLC)

TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS. Subject to the limitations contained in the Deposit Agreement, transfers Transfers of American Depositary Shares may be registered on the books of the Depositary by the Owner in person or by a duly authorized attorney, upon surrender of those American Depositary Shares properly endorsed for transfer or accompanied by proper instruments of transfer, in the case of a Receipt, or pursuant to a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 of the Deposit Agreement), in the case of uncertificated American Depositary Shares, and funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary, upon surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel those certificated American Depositary Shares and and, without unreasonable delay, shall send the Owner a statement confirming that the Owner is the Owner owner of the same number of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares and and, without unreasonable delay, shall deliver to the Owner the same number of certificated American Depositary Shares. As a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt, the delivery of any distribution thereon, Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar shall may require payment from the depositor of the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a 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 provided in the Deposit Agreement and Agreement, may also require the production of (a) proof satisfactory to it as to the identity and genuineness of any signature, (b) signature and may also require compliance with any laws or regulations relating to depositary receipts in general or to the withdrawal or sale of Deposited Securities, (c) delivery of such certificates as the Company may from time to time specify in writing to the Depositary to assurance compliance with the Securities Act of 1933 and rules and regulations thereunder and (d) compliance with such reasonable procedures, if any as the Depositary may establish consistent with the provisions of the Deposit Agreement. The delivery of American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary, the Company or the Registrar or the Foreign Registrar Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission or any securities exchange on which the Shares or American Depositary Shares are listedcommission, or under any provision of the Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended subject only to (ia) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, or the deposit of Shares in connection with voting at a shareholders’ meeting, or the payment of dividends, (iib) the payment of fees, taxes and similar charges, and (iiic) compliance with any U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities, and (iv) any other reason that may at any time be specified in paragraph I.A.(1) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares or rights that which would be required to be registered under the provisions of the Securities Act of 1933, 1933 for public offer and sale in the United States unless a registration statement is in effect as to such Shares for such offer and sale. The Depositary shall comply with written instructions of the Company that the Depositary shall not accept for deposit under the Deposit Agreement any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws in the United States.

Appears in 1 contract

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

TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS. Subject to the limitations contained in the Deposit Agreement, transfers The transfer of American Depositary Shares may be registered are registrable on the books of the Depositary at any of its designated transfer offices upon (i) in the case of certificated American Depositary Shares, surrender of the Receipt evidencing those American Depositary Shares, by the Owner hereof in person or by a duly authorized attorney, upon surrender of those American Depositary Shares properly endorsed for transfer or accompanied by proper instruments of transfer, transfer or (ii) in the case of a Receiptuncertificated American Depositary Shares, or pursuant to receipt from the Owner of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 2.10 of the Deposit Agreement), and, in either case, duly stamped as may be required by the case laws of uncertificated the State of New York and of the United States of America. Thereupon the Depositary shall deliver those American Depositary Shares, and funds sufficient Shares to pay any applicable transfer taxes and or upon the expenses order of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purposeperson entitled hereto. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary, upon surrender of certificated American Depositary Shares a Receipt for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel those certificated American Depositary Shares that Receipt and send the Owner a statement confirming that the Owner is the Owner owner of the same number of uncertificated American Depositary SharesShares that the surrendered Receipt evidenced. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 2.10 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares execute and deliver to the Owner a Receipt evidencing the same number of certificated American Depositary Shares. As a condition precedent to the delivery, registration, registration of transfer, split-up, combination, or surrender of any American Depositary Shares or split-up or combination of any Receipt, the delivery of any distribution thereon, Share or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar shall may require (i) payment from the depositor of Owner, the Shares or the presenter presentor of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any tax tax, duty or other governmental charge and any stock transfer or registration fee payable with respect thereto (including any such tax tax, duty or charge and fee with respect to Shares being deposited deposited, to the Receipts being issued or to Deposited Securities being withdrawn) and any transfer or registration fees in effect for the registration or registration of transfers of Shares generally on the Share register of the Company (or the appointed agent of the Company for transfer and registration of Shares); (ii) payment of any applicable fees as provided in the Deposit Agreement and may also require herein provided; (iii) the production of (a) proof satisfactory to it as to the identity and genuineness of any signature, (b) compliance with any laws or regulations relating to depositary receipts in general or to the withdrawal or sale of Deposited Securities, (c) delivery of such certificates as the Company may from time to time specify in writing to the Depositary to assurance compliance with the Securities Act of 1933 and rules and regulations thereunder ; and (div) compliance with such reasonable proceduresregulations, if any any, as the Depositary may establish consistent with the provisions of the Deposit Agreement. The delivery of American Depositary Shares against deposit deposits of Shares generally may be suspended, or the delivery of American Depositary Shares against the deposit of particular Shares may be suspendedwithheld, or the registration of transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer or surrender of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary, Depositary or the Share register of the Company or the Registrar or the Foreign Registrar are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission commission, or any securities exchange on which the American Depositary Shares or American Depositary Shares are listed, or under any provision of the Receipts or of the Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in foregoing sentence or any other provision of the Deposit Agreement or this ReceiptReceipt to the contrary, the surrender of outstanding American Depositary Shares and withdrawal of Owners shall be entitled to withdraw Deposited Securities may not be suspended Securities, subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, 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 U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities, and (iv) any other reason that may at any time be specified conditions set forth in paragraph I.A.(1I(A)(1) of the General Instructions to Form F-6 (or any successor provisions thereto), as such General Instructions may be amended in effect from time to time), to Form F-6 as prescribed by the Commission under the Securities Act of 1933. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares or rights that which would be required to be registered under the provisions of the Securities Act of 1933, 1933 for public offer and sale by the holder thereof in the United States (as defined in Regulation S) unless a registration statement is in effect as to such Shares for such offer and sale.

Appears in 1 contract

Sources: Deposit Agreement (Central North Airport Group)

TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS. Subject to the limitations contained in the Deposit Agreement, transfers Transfers of American Depositary Shares may shall, subject to the terms and conditions of the Deposit Agreement be registered on the books of the Depositary upon (i) in the case of certificated American Depositary Shares, surrender of the Receipt evidencing those American Depositary Shares, by the Owner in person or by a duly authorized attorney, upon surrender of those American Depositary Shares properly endorsed for transfer or accompanied by proper instruments of transfer, transfer or (ii) in the case of a Receiptuncertificated American Depositary Shares, or pursuant to receipt from the Owner of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 of the Deposit Agreement), and, in either case, duly stamped as may be required by the case laws of uncertificated American Depositary Shares, the State of New York and of the United States of America and upon payment of funds sufficient to pay for any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary, upon surrender of certificated American Depositary Shares a Receipt for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel those certificated American Depositary Shares that Receipt and send the Owner a statement confirming that the Owner is the Owner of the same number of uncertificated American Depositary SharesShares that the surrendered Receipt evidenced. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares execute and deliver to the Owner a Receipt evidencing the same number of certificated American Depositary Shares. As a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt, the delivery of any distribution thereon, Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar shall may require payment from the depositor of the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a 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 provided in the Deposit Agreement and Agreement, may also require (a) the production of (a) proof satisfactory to it as to the identity and genuineness of any signature, (b) compliance with any laws or regulations regulations, relating to depositary receipts in general or to the withdrawal or sale of Deposited Securities, (c) delivery of such certificates as the Company may from time to time specify in writing to the Depositary to assurance assure compliance with the Securities Act of 1933 and the rules and regulations thereunder and (d) compliance with such reasonable procedures, if any any, as the Depositary may establish consistent with the provisions of the Deposit AgreementAgreement or this Receipt, including, without limitation, this Article 3. The delivery of American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary, the Company or the Registrar or the Foreign Registrar Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission or any securities exchange on which the Shares or American Depositary Shares are listedcommission, or under any provision of the Deposit AgreementAgreement or this Receipt, or for any other reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, 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 U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities, and (iv) any other reason that may at any time be specified in paragraph I.A.(1) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares or rights that which would be required to be registered under the provisions of the Securities Act of 19331933 or applicable state securities laws for public offer and sale in the United States, unless a registration statement is in effect as to such Shares for such offer and sale.

Appears in 1 contract

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

TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS. Subject to the limitations contained in the Deposit Agreement, transfers Transfers of American Depositary Shares may be registered on the books of the Depositary by the Owner in person or by a duly authorized attorney, upon surrender of those American Depositary Shares properly endorsed for transfer or accompanied by proper instruments of transfer, in the case of a Receipt, or pursuant to a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile the Direct Registration System as provided in Section 2.11 of the Deposit Agreement), in the case of uncertificated American Depositary Shares, and funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The DepositaryAt the request of an Owner, upon surrender of certificated American the Depositary Shares shall, for the purpose of exchanging substituting a certificated Receipt with a Direct Registration Receipt, or vice versa, execute and deliver, without unreasonable delay, a certificated Receipt or a Direct Registration Receipt, as the case may be, for uncertificated American Depositary Shares, shall cancel those certificated any authorized number of American Depositary Shares and send requested, evidencing the Owner a statement confirming that the Owner is the Owner same aggregate number of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for as those evidenced by the purpose of exchanging for certificated American Depositary SharesReceipt or Direct Registration Receipt, shall cancel those uncertificated American Depositary Shares and deliver to as the Owner the same number of certificated American Depositary Sharescase may be, substituted. As a condition precedent to the issuance, delivery, registration, registration of transfer, transfer or surrender of any American Depositary Shares or split-up or combination of any Receipt, the delivery of any distribution thereon, or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar shall may require (a) payment from the depositor with respect thereto of the Shares or the presenter of the Receipt or instruction for registration of (i) any stock transfer or surrender of American Depositary Shares not evidenced by a Receipt of a sum sufficient to reimburse it for any other tax or other governmental charge and charge, (ii) any stock transfer or registration fee with respect thereto (including any such tax fees in effect for the registration of transfers of Shares or charge and fee with respect to Shares being deposited or withdrawn) and payment of other Deposited Securities upon any applicable fees register and (iii) any applicable charges as provided in the Deposit Agreement and may also require Agreement; (b) the production of (a) proof satisfactory to it as to of (i) the identity of any signatory and genuineness of any signaturesignature and (ii) such other information, (b) including without limitation, information as to citizenship, residence, exchange control approval, beneficial ownership of any securities, compliance with any laws applicable law, regulations, provisions of or regulations relating to depositary receipts in general governing Deposited Securities and terms of the Deposit Agreement, as it may deem necessary or to the withdrawal or sale of Deposited Securities, proper; and (c) delivery of such certificates as the Company may from time to time specify in writing to the Depositary to assurance compliance with the Securities Act of 1933 and rules and regulations thereunder and (d) compliance with such reasonable procedures, if any regulations as the Depositary may establish consistent with the provisions of the Deposit Agreement. The delivery of American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration, registration of transfer transfer, split-up or combination of outstanding American Depositary Shares generally or the withdrawal of Deposited Securities may be suspended, generally or in particular circumstances, during any period when the transfer books of the Depositary, the Company or the Registrar or the Foreign Registrar Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or or, in the case of the withdrawal of Deposited Securities, the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission or any securities exchange on which the Shares or American Depositary Shares are listedcommission, or under any provision of the Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended subject only to (ia) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, or the deposit of Shares in connection with voting at a shareholders’ meeting, or the payment of dividends, (iib) the payment of fees, taxes and similar charges, and (iiic) compliance with any U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities, and (iv) any other reason that may at any time be specified in paragraph I.A.(1) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares or rights that which would be required to be registered under the provisions of the Securities Act of 1933, 1933 for public offer and sale in the United States unless a registration statement is in effect as to such Shares for such offer and sale. The Depositary will comply with written instructions of the Company (received by the Depositary reasonably in advance) not to accept for deposit under the Deposit Agreement any Shares specifically identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States.

Appears in 1 contract

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

TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS. Subject to the limitations contained in the Deposit Agreement, transfers Transfers of American Depositary Shares may be registered on the books of the Depositary by the Owner in person or by a duly authorized attorney, upon surrender of those American Depositary Shares properly endorsed for transfer or accompanied by proper instruments of transfer, in the case of a Receipt, or pursuant to a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 2.10 of the Deposit Agreement), in the case of uncertificated American Depositary Shares, and funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. The Depositary shall not register a transfer of American Depositary Shares to any address in Pakistan. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. The Depositary, upon surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel those certificated American Depositary Shares and send the Owner a statement confirming that the Owner is the Owner of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.11 2.10 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary Shares and deliver to the Owner the same number of certificated American Depositary Shares. As a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt, the delivery of any distribution thereon, Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar shall may require payment from the depositor of the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a 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 provided in the Deposit Agreement and Agreement, may also require the production of (a) proof satisfactory to it as to the identity and genuineness of any signature, (b) signature and may also require compliance with any laws or regulations relating to depositary receipts in general or to the withdrawal or sale of Deposited Securities, (c) delivery of such certificates as the Company may from time to time specify in writing to the Depositary to assurance compliance with the Securities Act of 1933 and rules and regulations thereunder and (d) compliance with such reasonable procedures, if any as the Depositary may establish consistent with the provisions of the Deposit Agreement. The delivery of American Depositary Shares against deposit of Shares generally or against deposit of particular Shares may be suspended, or the transfer of American Depositary Shares in particular instances may be refused, or the registration of transfer of outstanding American Depositary Shares generally may be suspended, during any period when the transfer books of the Depositary, the Company or the Registrar or the Foreign Registrar Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission or any securities exchange on which the Shares or American Depositary Shares are listedcommission, or under any provision of the Deposit Agreement, or for any other reason, subject to the provisions of the following sentence. Notwithstanding anything to the contrary in the Deposit Agreement or this Receipt, the surrender of outstanding American Depositary Shares and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Company or the Foreign Registrar, if applicable, 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 U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities, and (iv) any other reason that may at any time be specified in paragraph I.A.(1) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time). Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares or rights that which would be required to be registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Shares for such offer and sale.

Appears in 1 contract

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