Common use of Expiration/Termination Clause in Contracts

Expiration/Termination. On the ADW Expiration Date, the ADWs and the ADW Deposit Agreement and the rights and obligations of the parties thereto shall automatically expire (except as otherwise specifically set forth herein) and the ADWs and the ADWRs issued upon the terms hereof shall automatically expire and become void. Warrants held by the Custodian between the ADW Expiration Date and the Warrant Expiration Date for which no 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 ADWs outstanding immediately prior to the ADW Expiration Date and shall be so held solely for the purpose of allowing such Warrants to expire unexercised. Upon expiration of the ADW Deposit Agreement, the Depositary shall be discharged from all obligations under the ADW Deposit Agreement with respect to the ADWs, the 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 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 ADW Deposit Agreement by providing notice of such termination to the Holders of all ADWs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If 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) 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 ADW Deposit Agreement, the Depositary may terminate the ADW Deposit Agreement by providing notice of such termination to the Holders of all ADWRs then outstanding at least thirty (30) days prior to the date fixed for such termination. On, and for six months after, the date of termination of the 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 conditions and restrictions therein set forth, and upon payment of any applicable taxes or governmental charges, be entitled to Delivery, to him or upon his order, of the amount of Deposited Securities represented by such ADW. If any ADWs shall remain outstanding after the date of termination of the ADW Deposit Agreement, the Registrar thereafter shall discontinue the registration of transfers of ADWs, and the Depositary shall suspend distributions to the Holders thereof, and shall not give any further notices or perform any further acts under the ADW Deposit Agreement, except that the Depositary shall continue for six months after the date of termination to collect distributions pertaining to Deposited Securities, shall sell rights as provided in the ADW Deposit Agreement, 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 distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for ADWs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the charges of the Depositary for the surrender of a ADW, any expenses for the account of the Holder in accordance with the terms and conditions of the ADW Deposit Agreement and any applicable taxes or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the ADW Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders whose 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 to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the charges of the Depositary for the surrender of an ADW, any expenses for the account of the Holder in accordance with the terms and conditions of the ADW Deposit Agreement and any applicable taxes or governmental charges or assessments). Upon the termination of the ADW Deposit Agreement, the Company shall be discharged from all obligations under the ADW Deposit Agreement except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the ADW Deposit Agreement.

Appears in 2 contracts

Samples: Deposit Agreement (Air France /Fi), Deposit Agreement (Air France /Fi)

AutoNDA by SimpleDocs

Expiration/Termination. On the ADW ADS Expiration Date, the ADWs ADSs and the ADW Class C-2 Deposit Agreement and the rights and obligations of the parties thereto shall automatically expire (except as otherwise specifically set forth hereinin the Class C-2 Deposit Agreement) and the ADWs ADSs and the ADWRs ADRs issued upon the terms hereof shall automatically expire and become void. Warrants C-2 Shares held by the Custodian between the ADW ADS Expiration Date and the Warrant Share Expiration Date for which no ADW Exercise Instruction and Warrant Exercise Share Conversion Price have been delivered shall be held by the Custodian solely on behalf of the Holders and Beneficial Owners of ADWs ADSs outstanding immediately prior to the ADW ADS Expiration Date and shall be so held solely for the purpose of allowing such Warrants C-2 Shares to expire unexercised. Upon expiration of the ADW Class C-2 Deposit Agreement, the Depositary shall be discharged from all obligations under the ADW Class C-2 Deposit Agreement with respect to the ADWsADSs, the ADWRs 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 ADW Class 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 ADW Class C-2 Deposit Agreement by providing distributing notice of such termination to the Holders of all ADWs 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 (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 ADW Class C-2 Deposit Agreement, the Depositary may terminate the ADW Deposit Agreement by providing distributing notice of such termination to the Holders of all ADWRs ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. On, and The date so fixed for six months after, the date of termination of the ADW Class 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-2 Deposit Agreement, and 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 Holders and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes or governmental charges, Beneficial Owners will be entitled to Delivery, to him or upon his order, all of their rights under the amount of Deposited Securities represented by such ADWClass C-2 Deposit Agreement. If any ADWs ADSs shall remain outstanding after the date of termination of the ADW Deposit AgreementTermination Date, the Registrar thereafter shall discontinue the registration of transfers of ADWs, and the Depositary shall suspend distributions not, after the Termination Date, have any obligation to the Holders thereof, and shall not give any further notices or perform any further acts under the ADW Deposit Agreement, except that the Depositary shall shall, subject, in each case, to the terms and conditions of the Class C-2 Deposit Agreement, continue for six months after the date of termination to (i) collect dividends and other distributions pertaining to Deposited Securities, shall (ii) sell rights as provided Deposited Property received in the ADW Deposit Agreementrespect of Deposited Securities, and shall continue to (iii) 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 propertyDeposited Property, in exchange for ADWs ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ADWDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the ADW Class C-2 Deposit Agreement Agreement), and any (iv) take such actions as may be required under applicable taxes or governmental charges or assessments)law in connection with its role as Depositary under the Class C-2 Deposit Agreement. At any time after the expiration of six months from the date of termination of the ADW Deposit AgreementTermination Date, the Depositary may sell the Deposited Securities Property then held hereunder under the Deposit Agreement and may thereafter shall after such sale hold uninvested un-invested the net proceeds of any such sale, together with any other cash then held by it hereunderunder the Class C-2 Deposit Agreement, in an unsegregated account, un-segregated account and without liability for interest interest, for the pro rata benefit of the Holders whose ADWs ADSs 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 and charges of of, and expenses incurred by, the Depositary for the surrender of an ADWDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the ADW Class -1 Deposit Agreement Agreement), and any applicable taxes or governmental charges or assessments). Upon (ii) as may be required at law in connection with the termination of the ADW Class C-2 Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the ADW Class C-2 Deposit Agreement Agreement, except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the ADW Class C-2 Deposit Agreement. The obligations under the terms of the Class 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-2 Deposit Agreement (except as specifically provided in the Class C-2 Deposit Agreement). Notwithstanding anything contained in the Class C-2 Deposit Agreement or any ADR, in connection with the termination of the Class 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 1 contract

Samples: Citibank,N.A./ADR

Expiration/Termination. On the ADW ADS Expiration Date, the ADWs ADSs and the ADW Class C-1 Deposit Agreement and the rights and obligations of the parties thereto shall automatically expire (except as otherwise specifically set forth hereinin the Class C-1 Deposit Agreement) and the ADWs ADSs and the ADWRs ADRs issued upon the terms hereof shall automatically expire and become void. Warrants C-1 Shares held by the Custodian between the ADW ADS Expiration Date and the Warrant Share Expiration Date for which no ADW Exercise Instruction and Warrant Exercise Share Conversion Price have been delivered shall be held by the Custodian solely on behalf of the Holders and Beneficial Owners of ADWs ADSs outstanding immediately prior to the ADW ADS Expiration Date and shall be so held solely for the purpose of allowing such Warrants C-1 Shares to expire unexercised. Upon expiration of the ADW Class C-1 Deposit Agreement, the Depositary shall be discharged from all obligations under the ADW Class C-1 Deposit Agreement with respect to the ADWsADSs, the ADWRs 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 ADW 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 ADW Class C-1 Deposit Agreement by providing distributing notice of such termination to the Holders of all ADWs 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 (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 ADW Class C-1 Deposit Agreement, the Depositary may terminate the ADW Deposit Agreement by providing distributing notice of such termination to the Holders of all ADWRs ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. On, and The date so fixed for six months after, the date of termination of the ADW 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 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 Holders and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes or governmental charges, Beneficial Owners will be entitled to Delivery, to him or upon his order, all of their rights under the amount of Deposited Securities represented by such ADWClass C-1 Deposit Agreement. If any ADWs ADSs shall remain outstanding after the date of termination of the ADW Deposit AgreementTermination Date, the Registrar thereafter shall discontinue the registration of transfers of ADWs, and the Depositary shall suspend distributions not, after the Termination Date, have any obligation to the Holders thereof, and shall not give any further notices or perform any further acts under the ADW Deposit Agreement, except that the Depositary shall shall, subject, in each case, to the terms and conditions of the Class C-1 Deposit Agreement, continue for six months after the date of termination to (i) collect dividends and other distributions pertaining to Deposited Securities, shall (ii) sell rights as provided Deposited Property received in the ADW Deposit Agreementrespect of Deposited Securities, and shall continue to (iii) 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 propertyDeposited Property, in exchange for ADWs ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ADWDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder in accordance with the terms Holders and conditions of the ADW Deposit Agreement and any applicable taxes or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the ADW Deposit Agreement, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders whose 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 to account for such net proceeds and other cash (after deducting, or charging, as the case may beBeneficial Owners, in each case, case upon the charges terms set forth in Section 5.9 of the Depositary for the surrender of an ADW, any expenses for the account of the Holder in accordance with the terms and conditions of the ADW Deposit Agreement and any applicable taxes or governmental charges or assessments). Upon the termination of the ADW Class C-1 Deposit Agreement), the Company shall and (iv) take such actions as may be discharged from all obligations required under the ADW Deposit Agreement except for applicable law in connection with its obligations to the role as Depositary under Sections 5.8, 5.9 and 7.6 of the ADW Deposit Agreement.the

Appears in 1 contract

Samples: Deposit Agreement (Gores Guggenheim, Inc.)

Expiration/Termination. On the ADW ADS Expiration Date, the ADWs ADSs and the ADW Class C-2 Deposit Agreement and the rights and obligations of the parties thereto shall automatically expire (except as otherwise specifically set forth hereinin the Class C-2 Deposit Agreement) and the ADWs ADSs and the ADWRs ADRs issued upon the terms hereof shall automatically expire and become void. Warrants C-2 Shares held by the Custodian between the ADW ADS Expiration Date and the Warrant Share Expiration Date for which no ADW Exercise Instruction and Warrant Exercise Share Conversion Price have been delivered shall be held by the Custodian solely on behalf of the Holders and Beneficial Owners of ADWs ADSs outstanding immediately prior to the ADW ADS Expiration Date and shall be so held solely for the purpose of allowing such Warrants C-2 Shares to expire unexercised. Upon expiration of the ADW Class C-2 Deposit Agreement, the Depositary shall be discharged from all obligations under the ADW Class C-2 Deposit Agreement with respect to the ADWsADSs, the ADWRs 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 ADW Class 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 ADW Class C-2 Deposit Agreement by providing distributing notice of such termination to the Holders of all ADWs 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 (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 ADW Class C-2 Deposit Agreement, the Depositary may terminate the ADW Deposit Agreement by providing distributing notice of such termination to the Holders of all ADWRs ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. On, and The date so fixed for six months after, the date of termination of the ADW Class 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-2 Deposit Agreement, and 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 Holders and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes or governmental charges, Beneficial Owners will be entitled to Delivery, to him or upon his order, all of their rights under the amount of Deposited Securities represented by such ADWClass C-2 Deposit Agreement. If any ADWs ADSs shall remain outstanding after the date of termination of the ADW Deposit AgreementTermination Date, the Registrar thereafter shall discontinue the registration of transfers of ADWs, and the Depositary shall suspend distributions not, after the Termination Date, have any obligation to the Holders thereof, and shall not give any further notices or perform any further acts under the ADW Deposit Agreement, except that the Depositary shall shall, subject, in each case, to the terms and conditions of the Class C-2 Deposit Agreement, continue for six months after the date of termination to (i) collect dividends and other distributions pertaining to Deposited Securities, shall (ii) sell rights as provided Deposited Property received in the ADW Deposit Agreementrespect of Deposited Securities, and shall continue to (iii) 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 propertyDeposited Property, in exchange for ADWs ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ADWDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the ADW Class C-2 Deposit Agreement Agreement), and any (iv) take such actions as may be required under applicable taxes or governmental charges or assessments)law in connection with its role as Depositary under the Class C-2 Deposit Agreement. At any time after the expiration of six months from the date of termination of the ADW Deposit AgreementTermination Date, the Depositary may sell the Deposited Securities Property then held hereunder under the Deposit Agreement and may thereafter shall after such sale hold uninvested un-invested the net proceeds of any such sale, together with any other cash then held by it hereunderunder the Class C-2 Deposit Agreement, in an unsegregated account, un-segregated account and without liability for interest interest, for the pro rata benefit of the Holders whose ADWs ADSs 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 and charges of of, and expenses incurred by, the Depositary for the surrender of an ADWDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the ADW Class -1 Deposit Agreement Agreement), and any applicable taxes or governmental charges or assessments). Upon (ii) as may be required at law in connection with the termination of the ADW Class C-2 Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the ADW Class C-2 Deposit Agreement Agreement, except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the ADW Class C-2 Deposit Agreement. The obligations under the terms of the Class 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-2 Deposit Agreement (except as specifically provided in the Class C-2 Deposit Agreement). Notwithstanding anything contained in the Class C-2 Deposit Agreement or any ADR, in connection with the termination of the Class 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 1 contract

Samples: Deposit Agreement (Gores Guggenheim, Inc.)

AutoNDA by SimpleDocs

Expiration/Termination. On the ADW ADS Expiration Date, the ADWs ADSs and the ADW Class C-1 Deposit Agreement and the rights and obligations of the parties thereto shall automatically expire (except as otherwise specifically set forth hereinin the Class C-1 Deposit Agreement) and the ADWs ADSs and the ADWRs ADRs issued upon the terms hereof shall automatically expire and become void. Warrants C-1 Shares held by the Custodian between the ADW ADS Expiration Date and the Warrant Share Expiration Date for which no ADW Exercise Instruction and Warrant Exercise Share Conversion Price have been delivered shall be held by the Custodian solely on behalf of the Holders and Beneficial Owners of ADWs ADSs outstanding immediately prior to the ADW ADS Expiration Date and shall be so held solely for the purpose of allowing such Warrants C-1 Shares to expire unexercised. Upon expiration of the ADW Class C-1 Deposit Agreement, the Depositary shall be discharged from all obligations under the ADW Class C-1 Deposit Agreement with respect to the ADWsADSs, the ADWRs 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 ADW 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 ADW Class C-1 Deposit Agreement by providing distributing notice of such termination to the Holders of all ADWs 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 (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 ADW Class C-1 Deposit Agreement, the Depositary may terminate the ADW Deposit Agreement by providing distributing notice of such termination to the Holders of all ADWRs ADSs then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. On, and The date so fixed for six months after, the date of termination of the ADW 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 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 Holders and subject to the conditions and restrictions therein set forth, and upon payment of any applicable taxes or governmental charges, Beneficial Owners will be entitled to Delivery, to him or upon his order, all of their rights under the amount of Deposited Securities represented by such ADWClass C-1 Deposit Agreement. If any ADWs ADSs shall remain outstanding after the date of termination of the ADW Deposit AgreementTermination Date, the Registrar thereafter shall discontinue the registration of transfers of ADWs, and the Depositary shall suspend distributions not, after the Termination Date, have any obligation to the Holders thereof, and shall not give any further notices or perform any further acts under the ADW Deposit Agreement, except that the Depositary shall shall, subject, in each case, to the terms and conditions of the Class C-1 Deposit Agreement, continue for six months after the date of termination to (i) collect dividends and other distributions pertaining to Deposited Securities, shall (ii) sell rights as provided Deposited Property received in the ADW Deposit Agreementrespect of Deposited Securities, and shall continue to (iii) 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 propertyDeposited Property, in exchange for ADWs ADSs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the fees and charges of of, and expenses incurred by, the Depositary for the surrender of a ADWDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the ADW Class C-1 Deposit Agreement Agreement), and any (iv) take such actions as may be required under applicable taxes or governmental charges or assessments)law in connection with its role as Depositary under the Class C-1 Deposit Agreement. At any time after the expiration of six months from the date of termination of the ADW Deposit AgreementTermination Date, the Depositary may sell the Deposited Securities Property then held hereunder under the Deposit Agreement and may thereafter shall after such sale hold uninvested un-invested the net proceeds of any such sale, together with any other cash then held by it hereunderunder the Class C-1 Deposit Agreement, in an unsegregated account, un-segregated account and without liability for interest interest, for the pro rata benefit of the Holders whose ADWs ADSs 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 and charges of of, and expenses incurred by, the Depositary for the surrender of an ADWDepositary, any expenses and all applicable taxes or governmental charges for the account of the Holder Holders and Beneficial Owners, in accordance with each case upon the terms and conditions set forth in Section 5.9 of the ADW Class -1 Deposit Agreement Agreement), and any applicable taxes or governmental charges or assessments). Upon (ii) as may be required at law in connection with the termination of the ADW Class C-1 Deposit Agreement. After the Termination Date, the Company shall be discharged from all obligations under the ADW Class C-1 Deposit Agreement Agreement, except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the ADW 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

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

Expiration/Termination. On the ADW Expiration Date, the ADWs and the ADW Deposit Agreement and the rights and obligations of the parties thereto shall automatically expire (except as otherwise specifically set forth hereinin the ADW Deposit Agreement) and the ADWs and the ADWRs issued upon the terms hereof shall automatically expire and become void. Warrants held by the Custodian between the ADW Expiration Date and the Warrant Expiration Date for which no 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 ADWs outstanding immediately prior to the ADW Expiration Date and shall be so held solely for the purpose of allowing such Warrants to expire unexercised. Upon expiration of the ADW Deposit Agreement, the Depositary shall be discharged from all obligations under the ADW Deposit Agreement with respect to the ADWs, the 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 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 ADW Deposit Agreement by providing notice of such termination to the Holders of all 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 in either case a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.4 of the ADW Deposit Agreement, the Depositary may terminate the ADW Deposit Agreement by providing notice of such termination to the Holders of all ADWRs then outstanding at least thirty (30) days prior to the date fixed for such termination. On, and The date so fixed for six months after, the date of termination of the ADW Deposit AgreementAgreement in the termination notice so distributed to Holder of ADWs is referred to as the "Termination Date." Until the Termination Date, the Holder Depositary shall continue to perform all 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 its obligations under the ADW Deposit Agreement and subject to the conditions and restrictions therein set forthAgreement, and upon payment of any applicable taxes or governmental charges, the Holders and Beneficial Owners will be entitled to Delivery, to him or upon his order, all of their rights under the amount of Deposited Securities represented by such ADWADW Deposit Agreement. If any ADWs shall remain outstanding after the date of termination of the ADW Deposit AgreementTermination Date, the Registrar thereafter shall discontinue the registration of transfers of ADWs, and the Depositary shall suspend distributions to the Holders thereof, and shall not give any further notices or perform any further acts under the ADW Deposit Agreement, except that the Depositary shall continue for six months after the date of termination to collect distributions pertaining to Deposited Securities, shall sell rights as provided in the ADW Deposit Agreement, 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 distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for ADWs surrendered to the Depositary (after deducting, or charging, as the case may be, in each case, the charges of the Depositary for the surrender of a ADW, any expenses for the account of the Holder in accordance with the terms and conditions of the ADW Deposit Agreement and any applicable taxes or governmental charges or assessments). At any time after the expiration of six months from the date of termination of the ADW Deposit AgreementTermination Date, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, in an unsegregated account, without liability for interest for the pro rata benefit of the Holders whose 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 to account for such net proceeds and other cash (after deducting, or charging, as the case may be, in each case, the charges of the Depositary for the surrender of an ADW, any expenses for the account of the Holder in accordance with the terms and conditions of the ADW Deposit Agreement and any applicable taxes or governmental charges or assessments). Upon the termination of the ADW Deposit Agreement, the Company shall be discharged from all obligations under the ADW Deposit Agreement except for its obligations to the Depositary under Sections 5.8, 5.9 and 7.6 of the ADW Deposit Agreement.

Appears in 1 contract

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

Time is Money Join Law Insider Premium to draft better contracts faster.