Common use of Expiration/Termination Clause in Contracts

Expiration/Termination. On the ADS Expiration Date, the ADSs and the Class C-1 Deposit Agreement and the rights and obligations of the parties thereto shall automatically expire (except as otherwise specifically set forth in the Class C-1 Deposit Agreement) and the ADSs and the ADRs issued upon the terms hereof shall automatically expire and become void. C-1 Shares held by the Custodian between the ADS Expiration Date and the Share Expiration Date for which no Share Conversion Price have been delivered shall be held by the Custodian solely on behalf of the Holders and Beneficial Owners of ADSs outstanding immediately prior to the ADS Expiration Date and shall be so held solely for the purpose of allowing such C-1 Shares to expire unexercised. Upon expiration of the Class C-1 Deposit Agreement, the Depositary shall be discharged from all obligations under the Class C-1 Deposit Agreement with respect to the ADSs, the ADRs and the Deposited Securities, except to account for any net proceeds or other cash (after deducting or charging, as the case may be, in each case the applicable charges of the Depositary and the expenses for the account of Holders under the Class C-1 Deposit Agreement and any applicable taxes, governmental charges or assessments). The Depositary shall, at any time at the written direction of the Company, terminate the Class C-1 Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If (i) ninety (90) days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) one hundred twenty (120) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and, in either case, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Class C-1 Deposit Agreement, the Depositary may terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. The date so fixed for termination of the Class C-1 Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the "Termination Date". Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Class C-1 Deposit Agreement, and the Holders and Beneficial Owners will be entitled to all of their rights under the Class C-1 Deposit Agreement. If any ADSs shall remain outstanding after the Termination Date, the Registrar and the Depositary shall not, after the Termination Date, have any obligation to perform any further acts under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms and conditions of the Class C-1 Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, (ii) sell Deposited Property received in respect of Deposited Securities, (iii) deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any other Deposited Property, in exchange for ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Class C-1 Deposit Agreement), and (iv) take such actions as may be required under applicable law in connection with its role as Depositary under the Class C-1 Deposit Agreement. At any time after the Termination Date, the Depositary may sell the Deposited Property then held under the Deposit Agreement and shall after such sale hold un-invested the net proceeds of such sale, together with any other cash then held by it under the Class C-1 Deposit Agreement, in an un-segregated account and without liability for interest, for the pro rata benefit of the Holders whose ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Class -1 Deposit Agreement), and (ii) as may be required at law in connection with the termination of the Class C-1 Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Class C-1 Deposit Agreement, except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Class C-1 Deposit Agreement. The obligations under the terms of the Class C-1 Deposit Agreement of Holders and Beneficial Owners of ADSs outstanding as of the Termination Date shall survive the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Class C-1 Deposit Agreement (except as specifically provided in the Class C-1 Deposit Agreement). Notwithstanding anything contained in the Class C-1 Deposit Agreement or any ADR, in connection with the termination of the Class C-1 Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 2 contracts

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

Expiration/Termination. On the ADS Expiration Date, the ADSs and the Class C-1 C-2 Deposit Agreement and the rights and obligations of the parties thereto shall automatically expire (except as otherwise specifically set forth in the Class C-1 C-2 Deposit Agreement) and the ADSs and the ADRs issued upon the terms hereof shall automatically expire and become void. C-1 C-2 Shares held by the Custodian between the ADS Expiration Date and the Share Expiration Date for which no Share Conversion Price have been delivered shall be held by the Custodian solely on behalf of the Holders and Beneficial Owners of ADSs outstanding immediately prior to the ADS Expiration Date and shall be so held solely for the purpose of allowing such C-1 C-2 Shares to expire unexercised. Upon expiration of the Class C-1 C-2 Deposit Agreement, the Depositary shall be discharged from all obligations under the Class C-1 C-2 Deposit Agreement with respect to the ADSs, the ADRs and the Deposited Securities, except to account for any net proceeds or other cash (after deducting or charging, as the case may be, in each case the applicable charges of the Depositary and the expenses for the account of Holders under the Class C-1 C-2 Deposit Agreement and any applicable taxes, governmental charges or assessments). The Depositary shall, at any time at the written direction of the Company, terminate the Class C-1 C-2 Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If (i) ninety (90) days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) one hundred twenty (120) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and, in either case, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Class C-1 C-2 Deposit Agreement, the Depositary may terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. The date so fixed for termination of the Class C-1 C-2 Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the "Termination Date". Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Class C-1 C-2 Deposit Agreement, and the Holders and Beneficial Owners will be entitled to all of their rights under the Class C-1 C-2 Deposit Agreement. If any ADSs shall remain outstanding after the Termination Date, the Registrar and the Depositary shall not, after the Termination Date, have any obligation to perform any further acts under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms and conditions of the Class C-1 C-2 Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, (ii) sell Deposited Property received in respect of Deposited Securities, (iii) deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any other Deposited Property, in exchange for ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Class C-1 C-2 Deposit Agreement), and (iv) take such actions as may be required under applicable law in connection with its role as Depositary under the Class C-1 C-2 Deposit Agreement. At any time after the Termination Date, the Depositary may sell the Deposited Property then held under the Deposit Agreement and shall after such sale hold un-invested the net proceeds of such sale, together with any other cash then held by it under the Class C-1 C-2 Deposit Agreement, in an un-segregated account and without liability for interest, for the pro rata benefit of the Holders whose ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Class -1 Deposit Agreement), and (ii) as may be required at law in connection with the termination of the Class C-1 C-2 Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Class C-1 C-2 Deposit Agreement, except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Class C-1 C-2 Deposit Agreement. The obligations under the terms of the Class C-1 C-2 Deposit Agreement of Holders and Beneficial Owners of ADSs outstanding as of the Termination Date shall survive the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Class C-1 C-2 Deposit Agreement (except as specifically provided in the Class C-1 C-2 Deposit Agreement). Notwithstanding anything contained in the Class C-1 C-2 Deposit Agreement or any ADR, in connection with the termination of the Class C-1 C-2 Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 2 contracts

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

Expiration/Termination. On the ADS Expiration Date, the ADSs and the Class C-1 C-2 Deposit Agreement and the rights and obligations of the parties thereto shall automatically expire (except as otherwise specifically set forth in the Class C-1 C-2 Deposit Agreement) and the ADSs and the ADRs issued upon the terms hereof shall automatically expire and become void. C-1 C-2 Shares held by the Custodian between the ADS Expiration Date and the Share Expiration Date for which no Share Conversion Price have been delivered shall be held by the Custodian solely on behalf of the Holders and Beneficial Owners of ADSs outstanding immediately prior to the ADS Expiration Date and shall be so held solely for the purpose of allowing such C-1 C-2 Shares to expire unexercised. Upon expiration of the Class C-1 C-2 Deposit Agreement, the Depositary shall be discharged from all obligations under the Class C-1 C-2 Deposit Agreement with respect to the ADSs, the ADRs and the Deposited Securities, except to account for any net proceeds or other cash (after deducting or charging, as the case may be, in each case the applicable charges of the Depositary and the expenses for the account of Holders under the Class C-1 C-2 Deposit Agreement and any applicable taxes, governmental charges or assessments). The Depositary shall, at any time at the written direction of the Company, terminate the Class C-1 C-2 Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If (i) ninety (90) days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) one hundred twenty (120) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and, in either case, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Class C-1 C-2 Deposit Agreement, the Depositary may terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. The date so fixed for termination of the Class C-1 C-2 Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the "Termination Date". Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Class C-1 C-2 Deposit Agreement, and the Holders and Beneficial Owners will be entitled to all of their rights under the Class C-1 C-2 Deposit Agreement. If any ADSs shall remain outstanding after the Termination Date, the Registrar and the Depositary shall not, after the Termination Date, have any obligation to perform any further acts under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms and conditions of the Class C-1 C-2 Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, (ii) sell Deposited Property received in respect of Deposited Securities, (iii) deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any other Deposited Property, in exchange for ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Class C-1 C-2 Deposit Agreement), and (iv) take such actions as may be required under applicable law in connection with its role as Depositary under the Class C-1 C-2 Deposit Agreement. At any time after the Termination Date, the Depositary may sell the Deposited Property then held under the Deposit Agreement and shall after such sale hold un-invested the net proceeds of such sale, together with any other cash then held by it under the Class C-1 C-2 Deposit Agreement, in an un-segregated account and without liability for interest, for the pro rata benefit of the Holders whose ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Class -1 Deposit Agreement), and (ii) as may be required at law in connection with the termination of the Class C-1 C-2 Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Class C-1 C-2 Deposit Agreement, except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Class C-1 C-2 Deposit Agreement. The obligations under the terms of the Class C-1 C-2 Deposit Agreement of Holders and Beneficial Owners of ADSs outstanding as of the Termination Date shall survive the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Class C-1 C-2 Deposit Agreement (except as specifically provided in the Class C-1 C-2 Deposit Agreement). Notwithstanding anything contained in the Class C-1 C-2 Deposit Agreement or any ADR, in connection with the termination of the Class C-1 C-2 Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 2 contracts

Sources: Class C 2 Deposit Agreement (Citibank,N.A./ADR), Warrant Amendment Agreement (Gores Guggenheim, Inc.)

Expiration/Termination. On the ADS ADW Expiration Date, the ADSs ADWs and the Class C-1 ADW Deposit Agreement and the rights and obligations of the parties thereto shall automatically expire (except as otherwise specifically set forth in the Class C-1 Deposit Agreementherein) and the ADSs ADWs and the ADRs ADWRs issued upon the terms hereof shall automatically expire and become void. C-1 Shares Warrants held by the Custodian between the ADS ADW Expiration Date and the Share Warrant Expiration Date for which no Share Conversion ADW Exercise Instruction and Warrant Exercise Price have been delivered shall be held by the Custodian solely on behalf of the Holders and Beneficial Owners of ADSs ADWs outstanding immediately prior to the ADS ADW Expiration Date and shall be so held solely for the purpose of allowing such C-1 Shares Warrants to expire unexercised. Upon expiration of the Class C-1 ADW Deposit Agreement, the Depositary shall be discharged from all obligations under the Class C-1 ADW Deposit Agreement with respect to the ADSsADWs, the ADRs ADWRs and the Deposited Securities, except to account for any net proceeds or other cash (after deducting or charging, as the case may be, in each case the applicable charges of the Depositary and the expenses for the account of Holders under the Class C-1 ADW Deposit Agreement and any applicable taxes, governmental charges or assessments). The Depositary shall, at any time at the written direction of the Company, terminate the Class C-1 ADW Deposit Agreement by distributing providing notice of such termination to the Holders of all ADSs ADWs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If (i) ninety (90) days shall have expired after (i) the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) one hundred twenty (120) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and, and in either case, case a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Class C-1 ADW Deposit Agreement, the Depositary may terminate the ADW Deposit Agreement by distributing providing notice of such termination to the Holders of all ADSs ADWRs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. The On, and for six months after, the date so fixed for of termination of the Class C-1 Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the "Termination Date". Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Class C-1 ADW Deposit Agreement, the Holder of an ADW will, upon surrender of such ADW at the Principal Office of the Depositary, upon the payment of the charges of the Depositary for the surrender of ADWs referred to in Section 2.7 of the ADW Deposit Agreement and subject to the Holders conditions and Beneficial Owners will restrictions therein set forth, and upon payment of any applicable taxes or governmental charges, be entitled to all Delivery, to him or upon his order, of their rights under the Class C-1 Deposit Agreementamount of Deposited Securities represented by such ADW. If any ADSs ADWs shall remain outstanding after the Termination Datedate of termination of the ADW Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of ADWs, and the Depositary shall notsuspend distributions to the Holders thereof, after the Termination Date, have and shall not give any obligation to further notices or perform any further acts under the ADW Deposit Agreement, except that the Depositary shall, subject, in each case, shall continue for six months after the date of termination to the terms and conditions of the Class C-1 Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, (ii) shall sell Deposited Property received rights as provided in respect of Deposited Securitiesthe ADW Deposit Agreement, (iii) and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in Section 2.7 of the ADW Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other Deposited Propertyproperty, in exchange for ADSs ADWs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees charges of the Depositary for the surrender of a ADW, any expenses for the account of the Holder in accordance with the terms and charges of, conditions of the ADW Deposit Agreement and expenses incurred by, the Depositary, and all any applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Class C-1 Deposit Agreementor assessments), and (iv) take such actions as may be required under applicable law in connection with its role as Depositary under the Class C-1 Deposit Agreement. At any time after the Termination Dateexpiration of six months from the date of termination of the ADW Deposit Agreement, the Depositary may sell the Deposited Property Securities then held under the Deposit Agreement hereunder and shall after such sale may thereafter hold un-invested uninvested the net proceeds of any such sale, together with any other cash then held by it under the Class C-1 Deposit Agreementhereunder, in an un-segregated account and unsegregated account, without liability for interest, interest for the pro rata benefit of the Holders whose ADSs ADWs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the ADW Deposit Agreement with respect to the ADWs, the Deposited Securities and the ADWRs, except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the fees charges of the Depositary for the surrender of an ADW, any expenses for the account of the Holder in accordance with the terms and charges of, conditions of the ADW Deposit Agreement and expenses incurred by, the Depositary, and all any applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Class -1 Deposit Agreementor assessments), and (ii) as may be required at law in connection with . Upon the termination of the Class C-1 ADW Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Class C-1 ADW Deposit Agreement, Agreement except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Class C-1 ADW Deposit Agreement. The obligations under the terms of the Class C-1 Deposit Agreement of Holders and Beneficial Owners of ADSs outstanding as of the Termination Date shall survive the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Class C-1 Deposit Agreement (except as specifically provided in the Class C-1 Deposit Agreement). Notwithstanding anything contained in the Class C-1 Deposit Agreement or any ADR, in connection with the termination of the Class C-1 Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 2 contracts

Sources: Adw Deposit Agreement (Air France /Fi), Adw Deposit Agreement (Air France /Fi)

Expiration/Termination. On the ADS Expiration Date, the ADSs and the Class C-1 (a) This Deposit Agreement and the rights and obligations of the parties thereto American Depositary Warrants shall automatically expire at 5:00 p.m. New York time, on the Warrant Expiration Date. (except as otherwise specifically set forth in the Class C-1 b) The Company may initiate termination of this Deposit Agreement) and the ADSs and the ADRs issued upon the terms hereof shall automatically expire and become void. C-1 Shares held Agreement by the Custodian between the ADS Expiration Date and the Share Expiration Date for which no Share Conversion Price have been delivered shall be held by the Custodian solely on behalf of the Holders and Beneficial Owners of ADSs outstanding immediately prior notice to the ADS Expiration Date and shall be so held solely for the purpose of allowing such C-1 Shares to expire unexercised. Upon expiration of the Class C-1 Deposit Agreement, the Depositary shall be discharged from all obligations under the Class C-1 Deposit Agreement with respect to the ADSs, the ADRs and the Deposited Securities, except to account for any net proceeds or other cash (after deducting or charging, as the case may be, in each case the applicable charges of the Depositary and the expenses for the account of Holders under the Class C-1 Deposit Agreement and any applicable taxes, governmental charges or assessments)Depositary. The Depositary shall, may initiate termination of this Deposit Agreement if (i) at any time at the written direction of the Company, terminate the Class C-1 Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If (i) ninety (90) 90 days shall have expired after the Depositary shall have delivered to the Company a written resignation notice of its election to resign, or (ii) one hundred twenty (120) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and, in either case, and a successor depositary shall has not have been appointed and accepted its appointment as provided in Section 5.4 5.4, (ii) an Insolvency Event or Delisting Event occurs with respect to the Company or (iii) a Termination Option Event has occurred or will occur. If termination of the Class C-1 this Deposit AgreementAgreement is initiated, the Depositary may terminate the Deposit Agreement by distributing shall Disseminate a notice of such termination to the Holders Owners of all ADSs American Depositary Warrants then outstanding setting a date for termination (the “Termination Date”), which shall be at least thirty (30) 90 days prior to after the date fixed in such notice for such termination. The date so fixed for termination of the Class C-1 that notice, and this Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the "shall terminate on that Termination Date". Until . (c) After the Termination Date, the Depositary Company shall continue to perform be discharged from all of obligations under this Deposit Agreement except for its obligations under the Class C-1 Deposit Agreement, and the Holders and Beneficial Owners will be entitled to all of their rights under the Class C-1 Deposit Agreement. If any ADSs shall remain outstanding after the Termination Date, the Registrar and the Depositary shall not, after the Termination Date, have any obligation to perform any further acts under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms and conditions of the Class C-1 Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, (ii) sell Deposited Property received in respect of Deposited Securities, (iii) deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any other Deposited Property, in exchange for ADSs surrendered to the Depositary under Sections 5.8 and 5.9. (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Class C-1 Deposit Agreement), and (ivd) take such actions as may be required under applicable law in connection with its role as Depositary under the Class C-1 Deposit Agreement. At any time after the Termination Date, the Depositary may sell the Deposited Property Securities then held under the this Deposit Agreement and shall after such sale may thereafter hold un-invested uninvested the net proceeds of any such sale, together with any other cash then held by it under the Class C-1 Deposit Agreementhereunder, in an un-segregated account unsegregated and without liability for interest, for the pro rata benefit of the Holders whose ADSs have not theretofore been surrenderedOwners of American Depositary Warrants that remain outstanding, and those Owners will be general creditors of the Depositary with respect to those net proceeds and that other cash. After making such that sale, the Depositary shall be discharged from all obligations under the this Deposit Agreement Agreement, except (i) to account for such the net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Warrants, any expenses for the account of the Owner of such American Depositary Warrants in accordance with the terms and conditions of this Deposit Agreement and any applicable taxes or charginggovernmental charges) and (ii) for its obligations under Section 5.8 and (iii) to act as provided in paragraph (d) below. (e) After the Termination Date, the Depositary shall continue to receive dividends and other distributions pertaining to Deposited Securities (that have not been sold), may sell rights and other property as the case may beprovided in this Deposit Agreement and shall deliver Deposited Securities (or sale proceeds) upon surrender of American Depositary Warrants (after payment or upon deduction, in each case, of the fees and charges offee of the Depositary for the surrender of American Depositary Warrants, and any expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, Owner of those American Depositary Warrants in each case upon accordance with the terms set forth in Section 5.9 and conditions of the Class -1 this Deposit AgreementAgreement and any applicable taxes or governmental charges), and (ii) as may be required at law in connection with the termination of the Class C-1 Deposit Agreement. After the Termination Date, the Company Depositary shall be discharged from all obligations under the Class C-1 Deposit Agreement, except for its obligations to the not accept deposits of Warrants or deliver American Depositary under Sections 5.8, 5.9 and 7.6 of the Class C-1 Deposit AgreementWarrants. The obligations under the terms of the Class C-1 Deposit Agreement of Holders and Beneficial Owners of ADSs outstanding as of After the Termination Date shall survive the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Class C-1 Deposit Agreement Date, (except as specifically provided in the Class C-1 Deposit Agreement). Notwithstanding anything contained in the Class C-1 Deposit Agreement or any ADR, in connection with the termination of the Class C-1 Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as i) the Depositary may deem reasonably appropriaterefuse to accept surrenders of American Depositary Warrants for the purpose of withdrawal of Deposited Securities (that have not been sold) or reverse previously accepted surrenders of that kind that have not settled if in its judgment the requested withdrawal would interfere with its efforts to sell the Deposited Securities, subject however, in each case, (ii) the Depositary will not be required to satisfaction deliver cash proceeds of the applicable registration requirements by the unsponsored American depositary shares program under the sale of Deposited Securities Act, until all Deposited Securities have been sold and to receipt by (iii) the Depositary may discontinue the registration of payment transfers of American Depositary Warrants and suspend the applicable fees distribution of dividends and charges of, other distributions on Deposited Securities to the Owners and reimbursement of the applicable expenses incurred by, the Depositaryneed not give any further notices or perform any further acts under this Deposit Agreement except as provided in this Section.

Appears in 1 contract

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

Expiration/Termination. On the ADS Expiration Date, the ADSs and the Class C-1 Deposit Agreement and the rights and obligations of the parties thereto shall automatically expire (except as otherwise specifically set forth in the Class C-1 Deposit Agreement) and the ADSs and the ADRs issued upon the terms hereof shall automatically expire and become void. C-1 Shares held by the Custodian between the ADS Expiration Date and the Share Expiration Date for which no Share Conversion Price have been delivered shall be held by the Custodian solely on behalf of the Holders and Beneficial Owners of ADSs outstanding immediately prior to the ADS Expiration Date and shall be so held solely for the purpose of allowing such C-1 Shares to expire unexercised. Upon expiration of the Class C-1 Deposit Agreement, the Depositary shall be discharged from all obligations under the Class C-1 Deposit Agreement with respect to the ADSs, the ADRs and the Deposited Securities, except to account for any net proceeds or other cash (after deducting or charging, as the case may be, in each case the applicable charges of the Depositary and the expenses for the account of Holders under the Class C-1 Deposit Agreement and any applicable taxes, governmental charges or assessments). The Depositary shall, at any time at the written direction of the Company, terminate the Class C-1 Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If (i) ninety (90) days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) one hundred twenty (120) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and, in either case, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Class C-1 Deposit Agreement, the Depositary may terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. The date so fixed for termination of the Class C-1 Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the "Termination Date". Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Class C-1 Deposit Agreement, and the Holders and Beneficial Owners will be entitled to all of their rights under the Class C-1 Deposit Agreement. If any ADSs shall remain outstanding after the Termination Date, the Registrar and the Depositary shall not, after the Termination Date, have any obligation to perform any further acts under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms and conditions of the Class C-1 Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, (ii) sell Deposited Property received in respect of Deposited Securities, (iii) deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any other Deposited Property, in exchange for ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Class C-1 Deposit Agreement), and (iv) take such actions as may be required under applicable law in connection with its role as Depositary under the Class C-1 Deposit Agreement. At any time after the Termination Date, the Depositary may sell the Deposited Property then held under the Deposit Agreement and shall after such sale hold un-invested the net proceeds of such sale, together with any other cash then held by it under the Class C-1 Deposit Agreement, in an un-segregated account and without liability for interest, for the pro rata benefit of the Holders whose ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Class -1 Deposit Agreement), and (ii) as may be required at law in connection with the termination of the Class C-1 Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Class C-1 Deposit Agreement, except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Class C-1 Deposit Agreement. The obligations under the terms of the Class C-1 Deposit Agreement of Holders and Beneficial Owners of ADSs outstanding as of the Termination Date shall survive the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Class C-1 Deposit Agreement (except as specifically provided in the Class C-1 Deposit Agreement). Notwithstanding anything contained in the Class C-1 Deposit Agreement or any ADR, in connection with the termination of the Class C-1 Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 1 contract

Sources: Class C 1 Deposit Agreement (Citibank,N.A./ADR)

Expiration/Termination. On the ADS Expiration Date, the ADSs and the Class C-1 Deposit Agreement and the rights and obligations of the parties thereto shall automatically expire (except as otherwise specifically set forth in the Class C-1 Deposit Agreement) and the ADSs and the ADRs issued upon the terms hereof shall automatically expire and become void. C-1 Shares held by the Custodian between the ADS Expiration Date and the Share Expiration Date for which no Share Conversion Price have been delivered shall be held by the Custodian solely on behalf of the Holders and Beneficial Owners of ADSs outstanding immediately prior to the ADS Expiration Date and shall be so held solely for the purpose of allowing such C-1 Shares to expire unexercised. Upon expiration of the Class C-1 Deposit Agreement, the Depositary shall be discharged from all obligations under the Class C-1 Deposit Agreement with respect to the ADSs, the ADRs and the Deposited Securities, except to account for any net proceeds or other cash (after deducting or charging, as the case may be, in each case the applicable charges of the Depositary and the expenses for the account of Holders under the Class C-1 Deposit Agreement and any applicable taxes, governmental charges or assessments). The Depositary shall, at any time at the written direction of the Company, terminate the Class C-1 Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If (i) ninety (90) days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) one hundred twenty (120) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and, in either case, a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Class C-1 Deposit Agreement, the Depositary may terminate the Deposit Agreement by distributing notice of such termination to the Holders of all ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. The date so fixed for termination of the Class C-1 Deposit Agreement in any termination notice so distributed by the Depositary to the Holders of ADSs is referred to as the "Termination Date". Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Class C-1 Deposit Agreement, and the Holders and Beneficial Owners will be entitled to all of their rights under the Class C-1 Deposit Agreement. If any ADSs shall remain outstanding after the Termination Date, the Registrar and the Depositary shall not, after the Termination Date, have any obligation to perform any further acts under the Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms and conditions of the Class C-1 Deposit Agreement, continue to (i) collect dividends and other distributions pertaining to Deposited Securities, (ii) sell Deposited Property received in respect of Deposited Securities, (iii) deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any other Deposited Property, in exchange for ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Class C-1 Deposit Agreement), and (iv) take such actions as may be required under applicable law in connection with its role as Depositary under the Class C-1 Deposit Agreement. At any time after the Termination Date, the Depositary may sell the Deposited Property then held under the Deposit Agreement and shall after such sale hold un-invested the net proceeds of such sale, together with any other cash then held by it under the Class C-1 Deposit Agreement, in an un-segregated account and without liability for interest, for the pro rata benefit of the Holders whose ADSs have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the fees and charges of, and expenses incurred by, the Depositary, and all applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Class -1 Deposit Agreement), and (ii) as may be required at law in connection with the termination of the Class C-1 Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Class C-1 Deposit Agreement, except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Class C-1 Deposit Agreement. The obligations under the terms of the Class C-1 Deposit Agreement of Holders and Beneficial Owners of ADSs outstanding as of the Termination Date shall survive the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Class C-1 Deposit Agreement (except as specifically provided in the Class C-1 Deposit Agreement). Notwithstanding anything contained in the Class C-1 Deposit Agreement or any ADR, in connection with the termination of the Class C-1 Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.the

Appears in 1 contract

Sources: Warrant Amendment Agreement (Gores Guggenheim, Inc.)

Expiration/Termination. On the ADS ADW Expiration Date, the ADSs ADWs and the Class C-1 ADW Deposit Agreement and the rights and obligations of the parties thereto shall automatically expire (except as otherwise specifically set forth in the Class C-1 ADW Deposit Agreement) and the ADSs ADWs and the ADRs ADWRs issued upon the terms hereof shall automatically expire and become void. C-1 Shares Warrants held by the Custodian between the ADS ADW Expiration Date and the Share Warrant Expiration Date for which no Share Conversion ADW Exercise Instruction and Warrant Exercise Price have been delivered shall be held by the Custodian solely on behalf of the Holders and Beneficial Owners of ADSs ADWs outstanding immediately prior to the ADS ADW Expiration Date and shall be so held solely for the purpose of allowing such C-1 Shares Warrants to expire unexercised. Upon expiration of the Class C-1 ADW Deposit Agreement, the Depositary shall be discharged from all obligations under the Class C-1 ADW Deposit Agreement with respect to the ADSsADWs, the ADRs ADWRs and the Deposited Securities, except to account for any net proceeds or other cash (after deducting or charging, as the case may be, in each case the applicable charges of the Depositary and the expenses for the account of Holders under the Class C-1 ADW Deposit Agreement and any applicable taxes, governmental charges or assessments). The Depositary shall, at any time at the written direction of the Company, terminate the Class C-1 ADW Deposit Agreement by distributing providing notice of such termination to the Holders of all ADSs ADWs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If (i) ninety (90) days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign, or (ii) one hundred twenty (120) days shall have expired after the Company shall have delivered to the Depositary a written notice of the removal of the Depositary, and, and in either case, case a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the Class C-1 ADW Deposit Agreement, the Depositary may terminate the ADW Deposit Agreement by distributing providing notice of such termination to the Holders of all ADSs ADWRs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. The date so fixed for termination of the Class C-1 ADW Deposit Agreement in any the termination notice so distributed by the Depositary to the Holders Holder of ADSs ADWs is referred to as the "Termination Date". ." Until the Termination Date, the Depositary shall continue to perform all of its obligations under the Class C-1 ADW Deposit Agreement, and the Holders and Beneficial Owners will be entitled to all of their rights under the Class C-1 ADW Deposit Agreement. If any ADSs ADWs shall remain outstanding after the Termination Date, the Registrar thereafter shall discontinue the registration of transfers of ADWs, and the Depositary shall notsuspend distributions to the Holders thereof, after the Termination Date, have and shall not give any obligation to further notices or perform any further acts under the ADW Deposit Agreement, except that the Depositary shall, subject, in each case, to the terms and conditions of the Class C-1 Deposit Agreement, shall continue to (i) collect dividends and other distributions pertaining to Deposited Securities, (ii) shall sell Deposited Property received rights as provided in respect of Deposited Securitiesthe ADW Deposit Agreement, (iii) and shall continue to deliver Deposited Securities, subject to the conditions and restrictions set forth in Section 2.7 of the ADW Deposit Agreement, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other Deposited Propertyproperty, in exchange for ADSs ADWs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees charges of the Depositary for the surrender of a ADW, any expenses for the account of the Holder in accordance with the terms and charges of, conditions of the ADW Deposit Agreement and expenses incurred by, the Depositary, and all any applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Class C-1 Deposit Agreementor assessments), and (iv) take such actions as may be required under applicable law in connection with its role as Depositary under the Class C-1 Deposit Agreement. At any time after the Termination Date, the Depositary may sell the Deposited Property Securities then held under the Deposit Agreement hereunder and shall after such sale may thereafter hold un-invested uninvested the net proceeds of any such sale, together with any other cash then held by it under the Class C-1 Deposit Agreementhereunder, in an un-segregated account and unsegregated account, without liability for interest, interest for the pro rata benefit of the Holders whose ADSs ADWs have not theretofore been surrendered. After making such salethe Termination Date, the Depositary shall be discharged from all obligations under the ADW Deposit Agreement with respect to the ADWs, the Deposited Securities and the ADWRs, except (i) to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the fees charges of the Depositary for the surrender of an ADW, any expenses for the account of the Holder in accordance with the terms and charges of, conditions of the ADW Deposit Agreement and expenses incurred by, the Depositary, and all any applicable taxes or governmental charges for the account of the Holders and Beneficial Owners, in each case upon the terms set forth in Section 5.9 of the Class -1 Deposit Agreementor assessments), and (ii) as may be required at law in connection with . Upon the termination of the Class C-1 ADW Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the Class C-1 ADW Deposit Agreement, Agreement except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the Class C-1 ADW Deposit Agreement. The obligations under the terms of the Class C-1 Deposit Agreement of Holders and Beneficial Owners of ADSs outstanding as of the Termination Date shall survive the Termination Date and shall be discharged only when the applicable ADSs are presented by their Holders to the Depositary for cancellation under the terms of the Class C-1 Deposit Agreement (except as specifically provided in the Class C-1 Deposit Agreement). Notwithstanding anything contained in the Class C-1 Deposit Agreement or any ADR, in connection with the termination of the Class C-1 Deposit Agreement, the Depositary may, independently and without the need for any action by the Company, make available to Holders of ADSs a means to withdraw the Deposited Securities represented by their ADSs and to direct the deposit of such Deposited Securities into an unsponsored American depositary shares program established by the Depositary, upon such terms and conditions as the Depositary may deem reasonably appropriate, subject however, in each case, to satisfaction of the applicable registration requirements by the unsponsored American depositary shares program under the Securities Act, and to receipt by the Depositary of payment of the applicable fees and charges of, and reimbursement of the applicable expenses incurred by, the Depositary.

Appears in 1 contract

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