APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF ADSs 8 Section 2.1 Appointment of Depositary 8 Section 2.2 Form and Transferability of ADSs 8 Section 2.3 Deposit of Shares 10 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Section 2.5 Issuance of ADSs 12 Section 2.6 Transfer, Combination and Split-up of ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADRs; Suspension of Delivery, Transfer, etc 14 Section 2.9 Lost ADRs, etc 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Section 2.11 Partial Entitlement ADSs 16 Section 2.12 Certificated/Uncertificated ADSs 17 Section 2.13 Restricted ADSs 18 ARTICLE III. CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 Section 3.1 Proofs, Certificates and Other Information 20 Section 3.2 Liability for Taxes and Other Charges 21 Section 3.3 Representations and Warranties on Deposit of Shares 21 Section 3.4 Compliance with Information Requests 22 Section 3.5 [Intentionally Omitted] 22 Section 3.6 Disclosure of Interests 22 ARTICLE IV. THE DEPOSITED SECURITIES 23 Section 4.1 Cash Distributions 23 Section 4.2 Distribution in Shares 24 Section 4.3 Elective Distributions in Cash or Shares 25 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 27
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Citibank,N.A./ADR
APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF ADSs 8 RECEIPTS 7 Section 2.1 Appointment of Depositary 8 7 Section 2.2 Form and Transferability of ADSs 8 7 Section 2.3 Deposit of Shares 10 9 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Section 2.5 Issuance of ADSs 12 11 Section 2.6 Transfer, Combination and Split-up of ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADRsADSs; Suspension of Delivery, Transfer, etc 14 Section 2.9 Lost ADRs, etc 15 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 15 Section 2.11 Escheatment 15 Section 2.12 Partial Entitlement ADSs 16 15 Section 2.12 2.13 Certificated/Uncertificated ADSs 17 16 Section 2.13 2.14 Restricted ADSs 18 17 ARTICLE III. III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 19 Section 3.1 Proofs, Certificates and Other Information 20 19 Section 3.2 Liability for Taxes and Other Charges 21 19 Section 3.3 Representations and Warranties on Deposit of Shares 21 20 Section 3.4 Compliance with Information Requests 22 20 Section 3.5 [Intentionally Omitted] 22 Ownership Restrictions 20 Section 3.6 Disclosure of Interests 22 Reporting Obligations and Regulatory Approvals 21 ARTICLE IV. IV THE DEPOSITED SECURITIES 23 22 Section 4.1 Cash Distributions 23 22 Section 4.2 Distribution in Shares 24 23 Section 4.3 Elective Distributions in Cash or Shares 25 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 2726 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Section 4.7 Redemption 27 Section 4.8 Conversion of Foreign Currency 28 Section 4.9 Fixing of ADS Record Date 29 Section 4.10 Voting of Deposited Securities 29 Section 4.11 Changes Affecting Deposited Securities 31
Appears in 2 contracts
Samples: Deposit Agreement (Citibank,N.A./ADR), Deposit Agreement (Citibank,N.A./ADR)
APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF ADSs 8 RECEIPTS 6 Section 2.1 Appointment of Depositary 8 Depositary. 6 Section 2.2 Form and Transferability of ADSs 8 ADSs. 7 Section 2.3 Deposit of Shares 10 Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Securities. 10 Section 2.5 Issuance of ADSs 12 ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 ADRs. 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 Securities. 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADRsADSs; Suspension of Delivery, Transfer, etc 14 etc. 13 Section 2.9 Lost ADRs, etc 15 etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 14 Section 2.11 Escheatment. 14 Section 2.12 Partial Entitlement ADSs 16 ADSs. 15 Section 2.12 2.13 Certificated/Uncertificated ADSs 17 ADSs. 16 Section 2.13 2.14 Restricted ADSs ADSs. 18 ARTICLE III. III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 19 Section 3.1 Proofs, Certificates and Other Information 20 Information. 19 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 20 Section 3.4 Compliance with Information Requests 22 Requests. 20 Section 3.5 [Intentionally Omitted] 22 Ownership Restrictions. 21 Section 3.6 Disclosure of Interests 22 Reporting Obligations and Regulatory Approvals. 21 ARTICLE IV. IV THE DEPOSITED SECURITIES 23 21 Section 4.1 Cash Distributions 23 Distributions. 21 Section 4.2 Distribution in Shares 24 Shares. 22 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 27Shares. 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 26 Section 4.7 Redemption. 26 Section 4.8 Conversion of Foreign Currency. 27 Section 4.9 Fixing of ADS Record Date. 28 Section 4.10 Voting of Deposited Securities. 28 Section 4.11 Changes Affecting Deposited Securities. 29 Section 4.12 Available Information. 30 Section 4.13 Reports. 30 Section 4.14 List of Holders. 31 Section 4.15 Taxation. 31
Appears in 1 contract
APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF ADSs 8 RECEIPTS 7 Section 2.1 Appointment of Depositary 8 7 Section 2.2 Form and Transferability of ADSs 8 7 Section 2.3 Deposit of Shares 10 9 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Section 2.5 Issuance of ADSs 12 11 Section 2.6 Transfer, Combination and Split-up of ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADRsADSs; Suspension of Delivery, Transfer, etc 14 Section 2.9 Lost ADRs, etc 15 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 15 Section 2.11 Escheatment 15 Section 2.12 Partial Entitlement ADSs 16 15 Section 2.12 2.13 Certificated/Uncertificated ADSs 17 16 Section 2.13 2.14 Restricted ADSs 18 17 ARTICLE III. III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 19 Section 3.1 Proofs, Certificates and Other Information 20 19 Section 3.2 Liability for Taxes and Other Charges 21 19 Section 3.3 Representations and Warranties on Deposit of Shares 21 20 Section 3.4 Compliance with Information Requests 22 20 Section 3.5 [Intentionally Omitted] 22 Ownership Restrictions 20 Section 3.6 Disclosure of Interests 22 Reporting Obligations and Regulatory Approvals 21 ARTICLE IV. IV THE DEPOSITED SECURITIES 23 22 Section 4.1 Cash Distributions 23 22 Section 4.2 Distribution in Shares 24 23 Section 4.3 Elective Distributions in Cash or Shares 25 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 2726 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Section 4.7 Redemption 27 Section 4.8 Conversion of Foreign Currency 28 Section 4.9 Fixing of ADS Record Date 29 Section 4.10 Voting of Deposited Securities 29 Section 4.11 Changes Affecting Deposited Securities 31 Section 4.12 Available Information 32 Section 4.13 Reports 32 Section 4.14 List of Holders 32 Section 4.15 Taxation 32
Appears in 1 contract
APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF ADSs 8 RECEIPTS 7 Section 2.1 Appointment of Depositary 8 7 Section 2.2 Form and Transferability of ADSs 8 7 Section 2.3 Deposit of Shares 10 9 Section 2.4 Registration and Safekeeping of Deposited Securities 11 10 Section 2.5 Issuance of ADSs 12 11 Section 2.6 Transfer, Combination and Split-up of ADRs 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADRsADSs; Suspension of Delivery, Transfer, etc 14 etc. 13 Section 2.9 Lost ADRs, etc 15 etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 14 Section 2.11 Escheatment 15 Section 2.12 Partial Entitlement ADSs 16 15 Section 2.12 2.13 Certificated/Uncertificated ADSs 17 15 Section 2.13 2.14 Restricted ADSs 18 17 ARTICLE III. III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 18 Section 3.2 Liability for Taxes and Other Charges 21 19 Section 3.3 Representations and Warranties on Deposit of Shares 21 19 Section 3.4 Compliance with Information Requests 22 20 Section 3.5 [Intentionally Omitted] 22 Ownership Restrictions 20 Section 3.6 Disclosure of Interests 22 Reporting Obligations and Regulatory Approvals 20 ARTICLE IV. IV THE DEPOSITED SECURITIES 23 21 Section 4.1 Cash Distributions 23 21 Section 4.2 Distribution in Shares 24 22 Section 4.3 Elective Distributions in Cash or Shares 25 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 2725 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 26 Section 4.7 Redemption 26 Section 4.8 Conversion of Foreign Currency 27 Section 4.9 Fixing of ADS Record Date 27 Section 4.10 Voting of Deposited Securities 28 Section 4.11 Changes Affecting Deposited Securities 29 Section 4.12 Available Information 30 Section 4.13 Reports 30 Section 4.14 List of Holders 30 Section 4.15 Taxation 30 Section 4.16 Limitation of Rights 31
Appears in 1 contract
APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF ADSs 8 RECEIPTS 7 Section 2.1 Appointment of Depositary 8 7 Section 2.2 Form and Transferability of ADSs 8 7 Section 2.3 Deposit of Shares 10 9 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Section 2.5 Issuance of ADSs 12 11 Section 2.6 Transfer, Combination and Split-up of ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADRsADSs; Suspension of Delivery, Transfer, etc etc. 14 Section 2.9 Lost ADRs, etc 15 etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 15 Section 2.11 Escheatment 15 Section 2.12 Partial Entitlement ADSs 16 15 Section 2.12 2.13 Certificated/Uncertificated ADSs 17 16 Section 2.13 2.14 Restricted ADSs 18 17 ARTICLE III. III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 19 Section 3.1 Proofs, Certificates and Other Information 20 19 Section 3.2 Liability for Taxes and Other Charges 21 19 Section 3.3 Representations and Warranties on Deposit of Shares 21 20 Section 3.4 Compliance with Information Requests 22 20 Section 3.5 [Intentionally Omitted] 22 Ownership Restrictions 20 Section 3.6 Disclosure of Interests 22 Reporting Obligations and Regulatory Approvals 21 ARTICLE IV. IV THE DEPOSITED SECURITIES 23 22 Section 4.1 Cash Distributions 23 22 Section 4.2 Distribution in Shares 24 23 Section 4.3 Elective Distributions in Cash or Shares 25 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 2726 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Section 4.7 Redemption 27 Section 4.8 Conversion of Foreign Currency 28 Section 4.9 Fixing of ADS Record Date 29 Section 4.10 Voting of Deposited Securities 29 Section 4.11 Changes Affecting Deposited Securities 31 Section 4.12 Available Information 32 Section 4.13 Reports 32 Section 4.14 List of Holders 32 Section 4.15 Taxation 32 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Xxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 37 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Restricted Securities Owners 41 ARTICLE VI AMENDMENT AND TERMINATION 41 Section 6.1 Amendment/Supplement 41 Section 6.2 Termination 42 ARTICLE VII MISCELLANEOUS 43 Section 7.1 Counterparts 43 Section 7.2 No Third-Party Beneficiaries/Acknowledgments 44 Section 7.3 Severability 44 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 44 Section 7.5 Notices 44 Section 7.6 Governing Law and Jurisdiction 45 Section 7.7 Assignment 47 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws 47 Section 7.9 English Law References 47 Section 7.10 Titles and References 47 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of , 2019, by and among (i) Bicycle Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
Appears in 1 contract
APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF ADSs 8 RECEIPTS 6 Section 2.1 Appointment of Depositary 8 6 Section 2.2 Form and Transferability of ADSs 8 6 Section 2.3 Deposit of Shares 10 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 10 Section 2.5 Issuance of ADSs 12 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADRsADSs; Suspension of Delivery, Transfer, etc 14 13 Section 2.9 Lost ADRs, etc 15 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 14 Section 2.11 Escheatment 14 Section 2.12 Partial Entitlement ADSs 16 14 Section 2.12 2.13 Certificated/Uncertificated ADSs 17 15 Section 2.13 2.14 Restricted ADSs 18 16 ARTICLE III. III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 18 Section 3.2 Liability for Taxes and Other Charges 21 19 Section 3.3 Representations and Warranties on Deposit of Shares 21 19 Section 3.4 Compliance with Information Requests 22 19 Section 3.5 [Intentionally Omitted] 22 Ownership Restrictions 20 Section 3.6 Disclosure of Interests 22 Reporting Obligations and Regulatory Approvals 20 ARTICLE IV. IV THE DEPOSITED SECURITIES 23 20 Section 4.1 Cash Distributions 23 20 Section 4.2 Distribution in Shares 24 21 Section 4.3 Elective Distributions in Cash or Shares 25 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 2725 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 26 Section 4.7 Redemption 26 Section 4.8 Conversion of Foreign Currency 26 Section 4.9 Fixing of ADS Record Date 27 Section 4.10 Voting of Deposited Securities 28 Section 4.11 Changes Affecting Deposited Securities 30 Section 4.12 Available Information 31 Section 4.13 Reports 31 Section 4.14 List of Holders 31
Appears in 1 contract
APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF ADSs 8 RECEIPTS 6 Section 2.1 Appointment of Depositary 8 Depositary. 6 Section 2.2 Form and Transferability of ADSs 8 ADSs. 6 Section 2.3 Deposit of Shares 10 Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Securities. 9 Section 2.5 Issuance of ADSs 12 ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 ADRs. 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 Securities. 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADRsADSs; Suspension of Delivery, Transfer, etc 14 etc. 13 Section 2.9 Lost ADRs, etc 15 etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 14 Section 2.11 Escheatment. 14 Section 2.12 Partial Entitlement ADSs 16 ADSs. 14 Section 2.12 2.13 Certificated/Uncertificated ADSs 17 ADSs. 15 Section 2.13 2.14 Restricted ADSs 18 ADSs. 16 ARTICLE III. III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 Information. 18 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 19 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 19 Section 3.4 Compliance with Information Requests 22 Requests. 19 Section 3.5 [Intentionally Omitted] 22 Ownership Restrictions. 20 Section 3.6 Disclosure of Interests 22 Reporting Obligations and Regulatory Approvals. 20 ARTICLE IV. IV THE DEPOSITED SECURITIES 23 20 Section 4.1 Cash Distributions 23 Distributions. 20 Section 4.2 Distribution in Shares 24 Shares. 21 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 26 Section 4.7 Redemption. 26 Section 4.8 Conversion of Foreign Currency. 27 Section 4.9 Fixing of ADS Record Date. 28 Section 4.10 Voting of Deposited Securities. 28 Section 4.11 Changes Affecting Deposited Securities. 30 Section 4.12 Available Information. 31 Section 4.13 Reports. 31 Section 4.14 List of Holders. 31 Section 4.15 Taxation. 31 Section 4.16 Limitation of Rights. 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 33 Section 5.1 Maintenance of Office and Transfer Books by the Registrar. 33 Section 5.2 Exoneration. 34 Section 5.3 Standard of Care. 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary. 35 Section 5.5 The Custodian. 36 Section 5.6 Notices and Reports. 37 Section 5.7 Issuance of Additional Shares, ADSs, etc. 37 Section 5.8 Indemnification. 38 Section 5.9 ADS Fees and Charges. 39 Section 5.10 Pre-Release Transactions. 40 Section 5.11 Restricted Securities Owners. 41 ARTICLE VI AMENDMENT AND TERMINATION 41 Section 6.1 Amendment/Supplement. 41 Section 6.2 Termination. 42 ARTICLE VII MISCELLANEOUS 43 Section 7.1 Counterparts. 43 Section 7.2 No Third Party Beneficiaries. 43 Section 7.3 Severability. 44 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect. 44 Section 7.5 Notices. 44 Section 7.6 Governing Law and Jurisdiction. 45 Section 7.7 Assignment. 46 Section 7.8 Swedish Law References. 46 Section 7.9 Titles and References. 47 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of ___________, 2014, by and among (i) SKANDINAVISKA ENSKILDA XXXXXX XX (PUBL), a company organized under the laws of the Kingdom of Sweden (together with its successors, if any, the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares 27issued hereunder (all such capitalized terms as hereinafter defined).
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APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF ADSs 8 RECEIPTS 7 Section 2.1 Appointment of Depositary 8 7 Section 2.2 Form and Transferability of ADSs 8 7 Section 2.3 Deposit of Shares 10 9 Section 2.4 Registration and Safekeeping of Deposited Securities 11 10 Section 2.5 Issuance of ADSs 12 11 Section 2.6 Transfer, Combination and Split-up of ADRs 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADRsADSs; Suspension of Delivery, Transfer, etc 14 13 Section 2.9 Lost ADRs, etc 15 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 14 Section 2.11 Escheatment 14 Section 2.12 Partial Entitlement ADSs 16 15 Section 2.12 2.13 Certificated/Uncertificated ADSs 17 15 Section 2.13 2.14 Restricted ADSs 18 17 ARTICLE III. III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 18 Section 3.2 Liability for Taxes and Other Charges 21 19 Section 3.3 Representations and Warranties on Deposit of Shares 21 19 Section 3.4 Compliance with Information Requests 22 20 Section 3.5 [Intentionally Omitted] 22 Ownership Restrictions 20 Section 3.6 Disclosure of Interests 22 Reporting Obligations and Regulatory Approvals 21 ARTICLE IV. IV THE DEPOSITED SECURITIES 23 22 Section 4.1 Cash Distributions 23 22 Section 4.2 Distribution in Shares 24 23 Section 4.3 Elective Distributions in Cash or Shares 25 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 2726 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Section 4.7 Redemption 27 Section 4.8 Conversion of Foreign Currency 28 Section 4.9 Fixing of ADS Record Date 29 Section 4.10 Voting of Deposited Securities 29 Section 4.11 Changes Affecting Deposited Securities 31
Appears in 1 contract
APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF ADSs 8 Section RECEIPTS 4 SECTION 2.1 Appointment of Depositary 8 Section 4 SECTION 2.2 Form and Transferability of ADSs 8 Section Receipts 5 Page SECTION 2.3 Deposit Deposits 6 SECTION 2.4 Execution and Delivery of Shares 10 Section 2.4 Registration and Safekeeping Receipts 7 SECTION 2.5 Transfer of Deposited Securities 11 Section 2.5 Issuance of ADSs 12 Section 2.6 Transfer, Receipts; Combination and Split-up of ADRs 12 Section 2.7 Receipts 7 SECTION 2.6 Surrender of ADSs Receipts and Withdrawal of Deposited Securities 13 Section 2.8 8 SECTION 2.7 Limitations on Execution and Delivery, Transfer, etc. of ADRsReceipts; Suspension of Delivery, Transfer, etc 14 Section etc. 9 SECTION 2.8 Lost Receipts, etc. 10 SECTION 2.9 Lost ADRs, etc 15 Section 2.10 Cancellation and Destruction of Surrendered ADRsReceipts; Maintenance of Records 16 Section 10 SECTION 2.10 Pre-Release 10 SECTION 2.11 Partial Entitlement ADSs 16 Section 2.12 Certificated/Uncertificated ADSs 17 Section 2.13 Restricted ADSs 18 11 ARTICLE III. CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 Section RECEIPTS 12 SECTION 3.1 Proofs, Certificates and Other Information 20 Section 12 SECTION 3.2 Liability for Taxes and Other Charges 21 Section 12 SECTION 3.3 Representations and Warranties on Deposit of Shares 21 Section 13 SECTION 3.4 Compliance with Information Requests 22 Section 3.5 [Intentionally Omitted] 22 Section 3.6 Disclosure of Interests 22 13 ARTICLE IV. THE DEPOSITED SECURITIES 23 Section 14 SECTION 4.1 Cash Distributions 23 Section 14 SECTION 4.2 Distribution in Shares 24 Section 14 SECTION 4.3 Elective Distributions in Cash or Shares 25 Section 15 SECTION 4.4 Distribution of Rights to Purchase Additional ADSs 26 Section Shares 15 SECTION 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 2717 SECTION 4.6 Conversion of Foreign Currency 17 SECTION 4.7 Fixing of Record Date 18 SECTION 4.8 Voting of Deposited Securities 18 SECTION 4.9 Changes Affecting Deposited Securities 19 SECTION 4.10 Available Information 20 SECTION 4.11 Reports 20 SECTION 4.12 List of Holders 20 SECTION 4.13 Taxation; Withholding 20
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APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF ADSs 8 RECEIPTS 6 Section 2.1 Appointment of Depositary 8 Depositary. 6 Section 2.2 Form and Transferability of ADSs 8 ADSs. 7 Section 2.3 Deposit of Shares 10 Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Securities. 10 Section 2.5 Issuance of ADSs 12 ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 ADRs. 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 Securities. 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADRsADSs; Suspension of Delivery, Transfer, etc 14 etc. 13 Section 2.9 Lost ADRs, etc 15 etc. 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 14 Section 2.11 Escheatment. 14 Section 2.12 Partial Entitlement ADSs 16 ADSs. 14 Section 2.12 2.13 Certificated/Uncertificated ADSs 17 ADSs. 15 Section 2.13 2.14 Restricted ADSs 18 ADSs. 16 ARTICLE III. III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 Information. 18 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 18 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 19 Section 3.4 Compliance with Information Requests 22 Requests. 19 Section 3.5 [Intentionally Omitted] 22 Ownership Restrictions. 19 Section 3.6 Disclosure of Interests 22 Reporting Obligations and Regulatory Approvals. 20 ARTICLE IV. IV THE DEPOSITED SECURITIES 23 20 Section 4.1 Cash Distributions 23 Distributions. 20 Section 4.2 Distribution in Shares 24 Shares. 21 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 27Shares. 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form. 25 Section 4.7 Redemption. 25 Section 4.8 Conversion of Foreign Currency. 26 Section 4.9 Fixing of ADS Record Date. 27 Section 4.10 Voting of Deposited Securities. 27 Section 4.11 Changes Affecting Deposited Securities. 29 Section 4.12 Available Information. 30 Section 4.13 Reports. 30 Section 4.14 List of Holders. 31
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APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY. TRANSFER AND SURRENDER OF ADSs 8 RECEIPTS 6 Section 2.1 Appointment of Depositary 8 6 Section 2.2 Form and Transferability of ADSs 8 ADSs. 6 Section 2.3 Deposit of Shares 10 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 9 Section 2.5 Issuance of ADSs 12 9 Section 2.6 Transfer, Combination and Split-up of ADRs 12 ADRs. 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADRsADSs; Suspension of Delivery, Transfer, etc 14 etc. 12 Section 2.9 Lost ADRs, etc 15 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 13 Section 2.11 Escheatment 13 Section 2.12 Partial Entitlement ADSs 16 13 Section 2.12 2.13 Certificated/Uncertificated ADSs 17 14 Section 2.13 2.14 Restricted ADSs 18 15 ARTICLE III. III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 17 Section 3.1 Proofs, Certificates and Other Information 20 17 Section 3.2 Liability for Taxes and Other Charges 21 17 Section 3.3 Representations and Warranties on Deposit of Shares 21 18 Section 3.4 Compliance with Information Requests 22 18 Section 3.5 [Intentionally Omitted] 22 Ownership Restrictions 18 Section 3.6 Disclosure of Interests 22 Reporting Obligations and Regulatory Approvals 19 ARTICLE IV. IV THE DEPOSITED SECURITIES 23 20 Section 4.1 Cash Distributions 23 20 Section 4.2 Distribution in Shares 24 20 Section 4.3 Elective Distributions in Cash or Shares 25 21 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares. 23 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 24 Section 4.7 Redemption 24 Section 4.8 Conversion of Foreign Currency 25 Section 4.9 Fixing of ADS Record Date 25 Section 4.10 Voting of Deposited Securities 26 Section 4.11 Changes Affecting Deposited Securities 27 Section 4.12 Available Information 28 Section 4.13 Reports 28 ii Section 4.14 List of Holders 28 Section 4.15 Taxation 29 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 30 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 30 Section 5.3 Standard of Care 31 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 32 Section 5.5 The Custodian 32 Section 5.6 Notices and Reports 33 Section 5.7 Issuance of Additional Shares, ADSs etc 34 Section 5.8 Indemnification 35 Section 5.9 Fees and Charges of Depositary 35 Section 5.10 Pre-Release Transactions 36 Section 5.11 Restricted Securities Owners 37 ARTICLE VI AMENDMENT AND TERMINATION 37 Section 6.1 Amendment/Supplement 37 Section 6.2 Termination 38 ARTICLE VII MISCELLANEOUS 39 Section 7.1 Counterparts 39 Section 7.2 No Third Party Beneficiaries 39 Section 7.3 Severability 40 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 40 Section 7.5 Notices 40 Section 7.6 Governing Law and Jurisdiction 41 Section 7.7 Assignment 42 Section 7.8 Compliance with U.S. Securities Laws 42 Section 7.9 Spanish Law References 43 Section 7.10 Titles and References. 43 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of ____________, 2013, by and among (i) ABENGOA S.A., a company organized under the laws of the Kingdom of Spain, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares 27issued hereunder (all such capitalized terms as hereinafter defined).
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